SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                           FORM 10-KSB
                                
             Annual Report Under Section 13 or 15(d)
             Of The Securities Exchange Act Of 1934
                                
          For the Fiscal Year Ended:  December 31, 1996
                                
                 Commission file number: 0-19838
                                
       AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
         (Name of Small Business Issuer in its Charter)

      State of Minnesota                41-1677062
(State or other Jurisdiction of     (I.R.S. Employer)
Incorporation or Organization)     Identification No.)

  1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
            (Address of Principal Executive Offices)

                          (612) 227-7333
                   (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:
                                 Name of each exchange on
     Title of each class             which registered
             None                          None

Securities registered pursuant to Section 12(g) of the Act:

                    Limited Partnership Units
                        (Title of class)
                                
Check  whether  the issuer (1) filed all reports required  to  be
filed  by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during the past 12 months (or for such shorter period  that
the  registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.

                         Yes    [X]       No

Check if disclosure of delinquent filers in response to Rule  405
of  Regulation  S-B  is  not  contained  in  this  Form,  and  no
disclosure  will  be contained, to the best of  the  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-KSB or  any
amendment to this Form 10-KSB. [X]

The  Issuer's  revenues  for year ended December  31,  1996  were
$2,124,542.

As  of  February 28, 1997, there were 21,010.228 Units of limited
partnership interest in the registrant outstanding and  owned  by
nonaffiliates  of  the registrant, which Units had  an  aggregate
market  value (based solely on the price at which they were  sold
since there is no ready market for such Units) of $21,010,228.

               DOCUMENTS INCORPORATED BY REFERENCE

 The registrant has not incorporated any documents by reference
                        into this report.
                                
         Transitional Small Business Disclosure Format:
                                
                           Yes       No    [X]

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

       AEI Net Lease Income & Growth Fund XIX Limited Partnership
(the  "Partnership" or the "Registrant") is a limited partnership
which  was  organized  pursuant to  the  laws  of  the  State  of
Minnesota on September 14, 1990.  The registrant is comprised  of
AEI  Fund Management XIX, Inc. (AFM) as Managing General Partner,
Robert  P.  Johnson  as  the  Individual  General  Partner,   and
purchasers  of  partnership  units  as  Limited  Partners.    The
Partnership  offered  for  sale  up  to  $30,000,000  of  limited
partnership interests (the "Units") (30,000 Units at  $1,000  per
Unit) pursuant to a registration statement effective February  5,
1991.  The Partnership commenced operations on May 31, 1991  when
minimum   subscriptions  of  1,500  Limited   Partnership   Units
($1,500,000)   were   accepted.    The   Partnership's   offering
terminated  February  5, 1993 when the extended  offering  period
expired.   The Partnership received subscriptions for  21,151.928
Limited Partnership Units ($21,151,928).

        The  Partnership  was organized to acquire  existing  and
newly  constructed commercial properties located  in  the  United
States,  to  lease  such properties to tenants under  triple  net
leases,  to  hold  such  properties and to eventually  sell  such
properties.    From   subscription  proceeds,   the   Partnership
purchased  nineteen  properties, including partial  interests  in
four  properties,  totaling  $16,994,880.   The  balance  of  the
subscription proceeds was applied to organization and syndication
costs,   working   capital  reserves  and  distributions,   which
represented  a  return  of  capital.   The  properties  are   all
commercial,  single  tenant buildings  leased  under  triple  net
leases.

        The  Partnership's  properties  will  be  purchased  with
subscription proceeds without any indebtedness.  The  Partnership
will not finance properties in the future to obtain proceeds  for
new  property  acquisitions.  If it is required  to  do  so,  the
Partnership  may  incur  short-term indebtedness,  which  may  be
secured  by a portion of the Partnership's properties, to finance
the   day-to-day  cash  flow  requirements  of  the   Partnership
(including cash flow necessary to repurchase Units).  The  amount
of borrowings that may be secured by the Partnership's properties
is  limited in the aggregate to 20% of the purchase price of  all
Partnership   properties.   The  Partnership   will   not   incur
borrowings prior to application of the proceeds from sale of  the
Units,  will not incur borrowings to pay distributions, and  will
not   incur   borrowings  while  there  is  cash  available   for
distributions.

       The Partnership will hold its properties until the General
Partners  determine  that the sale or other  disposition  of  the
properties   is   advantageous  in  view  of  the   Partnership's
investment  objectives.  In deciding whether to sell  properties,
the  General  Partners will consider factors  such  as  potential
appreciation,  net  cash flow and income tax considerations.   In
addition,  certain lessees have been granted options to  purchase
properties  after  a  specified portion of  the  lease  term  has
elapsed.   It is anticipated that the Partnership will  sell  its
properties within twelve years after acquisition.

Leases

       Although there are variations in the specific terms of the
leases,  the following is a summary of the general terms  of  the
Partnership's  leases.   The properties  are  leased  to  various
tenants   under  noncancelable  triple  net  leases,  which   are
classified  as operating leases.  Under a triple net  lease,  the
lessee  is  responsible  for all real  estate  taxes,  insurance,
maintenance,  repairs and operating expenses  for  the  property.
The  initial  lease  terms are for 15 to 20  years.   The  leases
provide  for  base  annual rental payments,  payable  in  monthly
installments,  and  contain  rent  clauses  which   entitle   the
Partnership to receive additional rent in future years  based  on
stated  rent  increases  or if gross receipts  for  the  property
exceed certain specified amounts, among other conditions.

ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

        The leases provide the lessees with two to five five-year
renewal options subject to the same terms and conditions  as  the
initial  lease.   Certain lessees have been  granted  options  to
purchase  the  property.  Depending on the  lease,  the  purchase
price is either determined by a formula, or is the greater of the
fair  market value of the property or the amount determined by  a
formula.  In all cases, if the option were to be exercised by the
lessee,  the  purchase price would be greater than  the  original
cost of the property.

        Through  December 31, 1996, the Partnership sold 87.2636%
of  its interest in the Applebee's restaurant in Aurora, Colorado
in  seven separate transactions to unrelated third parties.   The
Partnership received total net sale proceeds of $1,414,458  which
resulted  in  a total net gain of $307,871.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$1,147,622  and  $41,035,  respectively.   For  the  year   ended
December 31, 1995, the net gain was $166,392.

        Through  December 31, 1996, the Partnership sold 97.5942%
of  the  Taco Cabana restaurant in Waco, Texas, in five  separate
transactions   to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $1,105,332 which resulted  in
a  total  net  gain  of  $337,012.  The total  cost  and  related
accumulated  depreciation of the interests sold was $799,998  and
$31,678, respectively.  For the year ended December 31, 1995, the
net gain was $92,219.

        Through  December 31, 1996, the Partnership sold 79.3621%
of  the Applebee's restaurant in Temple Terrace, Florida, in  six
separate   transactions   to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $1,120,177  which
resulted  in  a total net gain of $307,822.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$839,853 and $27,498, respectively.  For the years ended December
31,  1996  and  1995,  the  net gain was $102,408  and  $109,048,
respectively.

        On  January  2, 1997, the Partnership sold an  additional
11.5416% in the Applebee's restaurant in Temple Terrace,  Florida
to  an unrelated third party.  The Partnership received net  sale
proceeds  of approximately $177,500 which resulted in a net  gain
of approximately $63,000.

        Through  December 31, 1996, the Partnership sold 98.8946%
of  the  Applebee's restaurant in Crestview Hills,  Kentucky,  in
nine  separate  transactions  to unrelated  third  parties.   The
Partnership received total net sale proceeds of $1,627,539  which
resulted  in  a total net gain of $436,533.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$1,256,017  and  $65,011,  respectively.   For  the  years  ended
December  31,  1996  and  1995, the net  gain  was  $162,457  and
$155,120, respectively.

       On April 5, 1996, the Partnership sold a 12.7585% interest
in  the  HomeTown  Buffet restaurant in  Tucson,  Arizona  to  an
unrelated  third  party.   The  Partnership  received  net   sale
proceeds  of  $201,357 which resulted in a net gain  of  $44,259.
The  total  cost  and  related accumulated  depreciation  of  the
interest sold was $164,251 and $7,153, respectively.

ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

        On  May  19,  1994, the Partnership acquired a  92.74194%
interest  in  a  SportsTown retail sporting  goods  megastore  in
Greensboro,  North  Carolina.   The  remaining  interest  in  the
property  was  purchased by AEI Fund Management  XIX,  Inc.,  the
Partnership's  Managing General Partner and  an  officer  of  the
Managing General Partner.  The property was leased to SportsTown,
Inc. under a Lease Agreement with a primary term of 20 years  and
annual rental payments of $377,890.  The parties own the property
as  tenants-in-common under a co-tenancy agreement.  On  November
30, 1994, the Partnership entered into a written contract to sell
this  property.   The sale was completed in April,  1995.   As  a
condition  to  the  sale, the Partnership,  and  its  affiliates,
guaranteed   and  escrowed  the  next  twelve  months   of   rent
($377,890),  in  the  event that the lessee failed  to  make  the
monthly  rental  payments.  The lessee made  the  monthly  rental
payments,  and the escrowed rent was released to the  Partnership
and its affiliates.

        The  parties  received net sale proceeds  of  $3,541,409,
which  resulted in a net gain of $454,849.  At the time of  sale,
the  cost and related accumulated depreciation was $3,143,311 and
$56,751,  respectively.  The Partnership's share of the net  sale
proceeds and net gain was $3,284,233 and $419,619, respectively.

        On July 26, 1995, the Partnership sold the Black-Eyed Pea
restaurant  in  Davie, Florida to Jackson Shaw  Partners  No.  51
Ltd., an affiliate of the lessee.  The Partnership recognized net
sale  proceeds  of $1,741,953 which resulted in  a  net  loss  of
$8,574.   At  the time of sale, the cost and related  accumulated
depreciation was $1,781,075 and $30,548, respectively.   As  part
of  the sale proceeds, the Partnership received a Promissory Note
from the buyer in the amount of $1,556,982.

        On November 6, 1996, the Partnership sold the Taco Cabana
restaurant in Round Rock, Texas to an unrelated third party.  The
Partnership   recognized  net  sale  proceeds  of   approximately
$963,049,  which resulted in a net gain of $262,803.   The  total
cost  and  related  accumulated  depreciation  was  $749,710  and
$49,464,  respectively.  As part of the net  sale  proceeds,  the
Partnership  received  a  Promissory  Note  for  $660,000.    The
purchaser will attempt to use their best efforts to obtain  third
party financing to satisfy the Note by May 1, 1997.  If not  paid
sooner,  the entire unpaid principal and interest is due  October
1, 2005.  The Note bears interest at a 9% rate until May 1, 1997,
then the rate increases to 12%.

        On  March  28, 1996, the Partnership purchased  a  40.75%
interest in a Garden Ridge store in Pineville, North Carolina for
$3,615,378.  The property is leased to Garden Ridge L.P. under  a
Lease Agreement with a primary term of 20 years and annual rental
payments of $383,973.  The remaining interest in the property was
purchased  by  AEI  Net  Lease Income & Growth  Fund  XX  Limited
Partnership and AEI Income & Growth Fund XXI Limited Partnership,
affiliates of the Partnership.

        In  August, 1995, the lessee of the three Red Line Burger
and  two  Rally's  properties filed  for  reorganization.   After
reviewing  the  operating results of the lessee, the  Partnership
agreed to amend the Leases of the two Rally's properties and  one
of  the Red Line Burger properties.  Effective December 1,  1995,
the  Partnership amended the Leases to reduce the base rent  from
the  current annual rent of $43,742 to $15,000 for each  property
with  additional  rent  of 6.75% of the  amount  by  which  gross
receipts  exceed  $275,000.   In 1997,  the  reorganization  plan
confirmed one Red Line Lease, as amended, and rejected the  other
two.  In addition, the plan allowed the Rally's properties to  be
sold and on February 14, 1997, the Partnership received net sales
proceeds of approximately $500,000, which resulted in a net  gain
of  approximately $13,000.  The Partnership is negotiating to re-
lease  or  sell  the  other  two Red Line  Burger  properties  in
Houston, Texas.  The Partnership did not collect $209,812 of pre-
petition  and post-petition rent related to the five  properties,
which was not accrued for financial reporting purposes due to the
uncertainty of collection.

ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

        On  December 21, 1995, the Partnership purchased a  33.0%
interest  in a Media Play retail store in Apple Valley, Minnesota
for  $1,389,367.  The property was leased to The Musicland Group,
Inc.  (MGI)  under a Lease Agreement with a primary  term  of  18
years  and  annual  rental payments of $135,482.   The  remaining
interest  in  the property was purchased by AEI Income  &  Growth
Fund  XXI  Limited Partnership and AEI Net Lease Income &  Growth
Fund XX Limited Partnership, affiliates of the Partnership.

        In  December,  1996, the Partnership and MGI  reached  an
agreement  in  which  MGI would buy out and terminate  the  Lease
Agreement  by  making a payment of $800,000, which  is  equal  to
approximately two years' rent.  The Partnership's share  of  such
payment  was  $264,000.   Under the Agreement,  MGI  remained  in
possession  of the property and performed all of its  obligations
under  the net lease agreement through January 31, 1997 at  which
time it vacated the property and made it available for re-let  to
another  tenant.   MGI  was responsible for all  maintenance  and
management  costs of the property through January 31, 1997  after
which  date the Partnership became responsible for its  share  of
expenses associated with the property until it is re-let or sold.
A  specialist in commercial property leasing has been retained to
locate a new tenant for the property.

Major Tenants

        During  1996,  four  of  the Partnership's  lessees  each
contributed  more  than  ten percent of the  Partnership's  total
rental  revenue.  The major tenants in aggregate contributed  74%
of  the  Partnership's  total rental  revenue  in  1996.   It  is
anticipated  that, based on the minimum rental payments  required
under  the leases, each major tenant, with the exception  of  the
Musicland Group, Inc., will continue to contribute more than  ten
percent  of  the Partnership's total rental revenue in  1997  and
future  years.  In addition, four business concepts, Taco  Cabana
and Applebee's restaurants and Garden Ridge and Media Play retail
stores,  each  accounted  for  more  than  ten  percent  of   the
Partnership's  total  rental  revenue  during  1996.   With   the
exception  of  Media Play, it is anticipated that these  business
concepts  will continue to account for more than ten  percent  of
the  Partnership's total rental revenue in 1997 and future years.
Any  failure  of  these major tenants or business concepts  could
materially   affect  the  Partnership's  net  income   and   cash
distributions.

Competition

        The  Partnership is a minor factor in the commercial real
estate  business.   There are numerous entities  engaged  in  the
commercial  real  estate  business which have  greater  financial
resources  than  the  Partnership.  At the time  the  Partnership
elects to dispose of its properties, the Partnership will  be  in
competition  with other persons and entities to find  buyers  for
its properties.

Employees

        The  Partnership  has  no direct  employees.   Management
services   are  performed  for  the  Partnership  by   AEI   Fund
Management, Inc., an affiliate of AFM.

ITEM 2.   DESCRIPTION OF PROPERTIES.

Investment Objectives

        The  Partnership's investment objectives were to  acquire
existing or newly-developed commercial properties throughout  the
United  States that offer the potential for (i) preservation  and
protection  of  the  Partnership's capital; (ii)  partially  tax-
deferred  cash distributions from operations which  may  increase
through  rent  participation clauses or mandated rent  increases;
and  (iii) long-term capital gains through appreciation in  value
of   the  Partnership's  properties  realized  upon  sale.    The
Partnership  does not have a policy, and there is no  limitation,
as  to the amount or percentage of assets that may be invested in
any  one  property.  However, to the extent possible, the General
Partners  attempt  to  diversify the type  and  location  of  the
Partnership's properties.

Description of Properties

        The  Partnership's properties are all commercial,  single
tenant buildings. All the properties were acquired on a debt-free
basis  and  are  leased  to various tenants  under  noncancelable
triple net leases, which are classified as operating leases.  The
Partnership  holds  an  undivided  fee  simple  interest  in  the
properties.

        The  Partnership's properties are subject to the  general
competitive conditions incident to the ownership of single tenant
investment  real estate.  Since each property is leased  under  a
long-term   lease,   there  is  little  competition   until   the
Partnership  decides to sell the property.   At  this  time,  the
Partnership will be competing with other real estate  owners,  on
both a national and local level, in attempting to find buyers for
the   properties.   In  the  event  of  a  tenant  default,   the
Partnership would be competing with other real estate owners, who
have  property vacancies, to attract a new tenant  to  lease  the
property.   The Partnership's tenants operate in industries  that
are  very  competitive and can be affected  by  factors  such  as
changes  in regional or local economies, seasonality and  changes
in consumer preference.

        The  following table is a summary of the properties  that
the Partnership acquired and owned as of December 31, 1996.

<TABLE>
<C>                      <S>         <S>             <S>          <S>              <S> 
                                       Total Property
                          Purchase      Acquisition                Annual Lease    Annual Rent
Property                     Date          Costs        Lessee        Payment       Per Sq. Ft.

Taco Cabana Restaurant
 Houston, TX                                          Texas Taco
 (38.2362%)                 7/31/91   $   547,322     Cabana L.P.    $  76,917      $74.50

Taco Cabana Restaurant                                Texas Taco
 San Antonio, TX            3/16/92   $ 1,147,274     Cabana L.P.    $ 173,433      $63.76

Taco Cabana Restaurant
 Waco, TX                                              Texas Taco
 (2.4058%)                   5/1/92   $    19,720      Cabana L.P.   $   2,685      $41.34

Applebee's Restaurant
 Aurora, CO                                                RCI
 (3.3979%)                 12/22/92   $    44,782       West, Inc.   $   5,847      $37.47

Red Line Burgers Restaurant                              Red Line
 Houston, TX                2/16/93   $   299,531      Burgers, Inc. $  21,000      $36.21

Red Line Burgers Restaurant                            Red Line
 Houston, TX                2/16/93   $   303,629   Houston One, Ltd.$   21,000     $36.21

Red Line Burgers Restaurant                             Red Line
 Corpus Christi, TX          4/2/93   $   280,378    Burgers, Inc.   $   15,000     $25.86

                                                    Apple Partners
Applebee's Restaurant                                  Limited
 Crestwood, MO              4/14/93   $   803,418    Partnership      $ 105,470     $21.03

Applebee's Restaurant
 Crestview Hills, KY                                    Thomas
 (1.1054%)                  6/15/93   $    14,039    and King, Inc.   $   1,836     $30.49

HomeTown Buffet Restaurant
 Tucson, AZ                                               JB's
 (47.4415%)                 6/16/93   $   610,755   Restaurants, Inc. $  80,960     $17.75

                                                  Southland Restaurant
Applebee's Restaurant                                  Development
 Covington, LA              6/23/93   $ 1,099,085  Company, L.L.C     $ 153,319     $28.00

Rally's Restaurant                                     Red Line
 Brownsville, TX             7/8/93   $   281,713    Burgers, Inc.    $  15,000     $25.51

Rally's Restaurant                                     Red Line
 Edinburg, TX                7/8/93   $   281,762    Burgers, Inc.    $  15,000     $25.55

Applebee's Restaurant
 Temple Terrace, FL                                Casual Restaurant
 (20.6379%)                 10/1/93   $   218,401  Concepts II, Inc.  $  30,398     $31.74

                                                     Apple Partners
Applebee's Restaurant                                    Limited
 Beaverton, OR              12/2/93   $ 1,760,079      Partnership    $ 221,878     $44.38

Denny's                                             Apple Investment
 Apple Valley, CA            5/2/94   $ 1,177,655      Group, Inc.    $ 159,477     $30.76

Media Play Retail Store
 Apple Valley, MN
 (33.0%)                   12/21/95   $ 1,389,367         (F1)

Garden Ridge Retail Store
 Pineville, NC                                            Garden
 (40.75%)                   3/28/96   $ 3,615,378        Ridge L.P.   $ 383,974     $ 6.67

<F1> The property was vacated on January 31, 1997 and listed
     for sale or lease.

</TABLE>

ITEM 2.   DESCRIPTION OF PROPERTIES. (Continued)

        The  properties  listed above with  a  partial  ownership
percentage  are  owned with affiliates of the Partnership  and/or
unrelated  third  parties.  The remaining interest  in  the  Taco
Cabana  in Houston is owned by AEI Real Estate Fund 86-A  Limited
Partnership.  The remaining interests in the Applebee's in Aurora
is  owned  by AEI Institutional Net Lease Fund `93 and  unrelated
third  parties.   The remaining interests in the HomeTown  Buffet
are owned by AEI Real Estate Fund XVIII and AEI Institutional Net
Lease Fund '93 Limited Partnerships and an unrelated third party.
The remaining interests in the Media Play and Garden Ridge stores
are owned by AEI Net Lease Income & Growth Fund XX and AEI Income
&  Growth Fund XXI Limited Partnerships.  The remaining interests
in  the  Taco  Cabana  in  Waco, Texas,  and  the  Applebee's  in
Crestview  Hills, Kentucky and Temple Terrace, Florida are  owned
by unrelated third parties.

        For  properties  owned with affiliates, each  Partnership
owns  a  separate  undivided  interest  in  the  properties.   No
specific  agreement or commitment exists between the Partnerships
as   to  the  management  of  the  respective  interests  in  the
properties,  and  the  Partnership that holds  more  than  a  50%
interest  does not control decisions over the other Partnership's
interest.

        The  initial Lease terms are for 15 years except for  the
Garden  Ridge  store,  the  Applebee's restaurants,  the  Denny's
restaurant  and the HomeTown Buffet restaurant which  have  Lease
terms of 20 years.  The Leases contain renewal options which  may
extend the Lease term an additional 15 years, except for the Taco
Cabana  restaurants,  the  Applebee's in  Aurora,  Colorado,  the
Denny's  restaurant, and the HomeTown Buffet which  have  renewal
options  that may extend the Lease term an additional  10  years,
and  the  Garden Ridge store which has a renewal option that  may
extend the Lease term an additional 25 years.

       Pursuant to the Lease Agreements, the tenants are required
to provide proof of adequate insurance coverage on the properties
they  occupy.   The General Partners believe the  properties  are
adequately covered by insurance and consider the properties to be
well-maintained and sufficient for the Partnership's operations.

         For  tax  purposes,  the  Partnership's  properties  are
depreciated  under the Modified Accelerated Cost Recovery  System
(MACRS).  The largest depreciable component of a property is  the
building  which  is depreciated, using the straight-line  method,
over either 31.5 years or 39 years, depending on the date when it
was placed in service.  The remaining depreciable components of a
property  are personal property and land improvements  which  are
depreciated,  using an accelerated method, over 5 and  15  years,
respectively.  Since the Partnership has tax-exempt Partners, the
Partnership is subject to the rules of Section 168(h)(6)  of  the
Internal  Revenue  Code  which  requires  a  percentage  of   the
properties' depreciable components to be depreciated over  longer
lives using the straight-line method.  In general the federal tax
basis of the properties for tax depreciation purposes is the same
as the basis for book depreciation purposes.

       Through December 31, 1996, all properties were 100 percent
occupied by the lessees noted.

ITEM 3.   LEGAL PROCEEDINGS.

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.
                                
                             PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND
          RELATED SECURITY HOLDER MATTERS.

        As  of  December  31, 1996, there were 1,483  holders  of
record  of the registrant's Limited Partnership Units.  There  is
no  other  class  of  security outstanding  or  authorized.   The
registrant's  Units  are  not a traded security  in  any  market.
However, the Partnership may purchase Units from Limited Partners
who have tendered their Units to the Partnership.  Such Units may
be  acquired at a discount.  The Partnership is not obligated  to
purchase  in any year more than 5% of the total number  of  Units
outstanding at the beginning of the year.  In no event shall  the
Partnership  be  obligated to purchase  Units  if,  in  the  sole
discretion  of the Managing General Partner, such purchase  would
impair the capital or operation of the Partnership.

        During  1996, seven Limited Partners redeemed a total  of
106.2  Partnership  Units  for $83,145  in  accordance  with  the
Partnership Agreement.  In 1995, three Limited Partners  redeemed
a  total  of 30.5 Partnership Units for $25,466.  The redemptions
increase  the remaining Limited Partners' ownership  interest  in
the Partnership.

       Cash distributions of $18,433 and $21,089 were made to the
General Partners and $1,741,754 and $2,062,326 were made  to  the
Limited   Partners   in   1996  and  1995,   respectively.    The
distributions  were made on a quarterly basis and  represent  Net
Cash   Flow,  as  defined,  except  as  discussed  below.   These
distributions  should  not be compared  with  dividends  paid  on
capital stock by corporations.

        As  part  of the Limited Partner distributions  discussed
above,  the  Partnership  distributed $120,244  and  $415,054  of
proceeds from property sales in 1996 and 1995, respectively.  The
distributions  reduced  the  Limited Partners'  Adjusted  Capital
Contributions.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

Results of Operations

        For  the  years ended December 31, 1996 and  1995,  total
rental  income,  which in 1995, includes the minority  interests'
share   of   rental   income,  was  $1,836,611  and   $1,966,165,
respectively.  The Partnership's share of 1995 rental income  was
$1,623,674.   During  the  same periods, the  Partnership  earned
investment  income  of $287,931 and $316,117,  respectively.   In
1996,  the Partnership's share of rental income increased  mainly
as  a  result of rent received on two property acquisitions, rent
increases  on  nine properties and the Media Play lease  buy-out.
The  increase  in  rental  income was  partially  offset  by  the
property sales and Rally's situation discussed below.

        In  August, 1995, the lessee of the three Red Line Burger
and  two  Rally's  properties filed  for  reorganization.   After
reviewing  the  operating results of the lessee, the  Partnership
agreed to amend the Leases of the two Rally's properties and  one
of  the Red Line Burger properties.  Effective December 1,  1995,
the  Partnership amended the Leases to reduce the base rent  from
the  current annual rent of $43,742 to $15,000 for each  property
with  additional  rent  of 6.75% of the  amount  by  which  gross
receipts  exceed  $275,000.   In 1997,  the  reorganization  plan
confirmed one Red Line Lease, as amended, and rejected the  other
two.  In addition, the plan allowed the Rally's properties to  be
sold and on February 14, 1997, the Partnership received net sales
proceeds of approximately $500,000, which resulted in a net  gain
of  approximately $13,000.  The Partnership is negotiating to re-
lease  or  sell  the  other  two Red Line  Burger  properties  in
Houston, Texas.  The Partnership did not collect $209,812 of pre-
petition  and post-petition rent related to the five  properties,
which was not accrued for financial reporting purposes due to the
uncertainty of collection.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        Musicland Group, Inc. (MGI), the lessee of the Media Play
retail  store in Apple Valley, Minnesota has recently experienced
financial  difficulties and has aggressively  been  restructuring
its  organization.  As part of the restructuring, the Partnership
and MGI reached an agreement in December, 1996 in which MGI would
buy out and terminate the Lease Agreement by making a payment  of
$800,000,  which is equal to approximately two years' rent.   The
Partnership's  share  of such payment was  $264,000.   Under  the
Agreement,  MGI  remained  in  possession  of  the  property  and
performed  all  of its obligations under the net lease  agreement
through  January 31, 1997 at which time it vacated  the  property
and  made  it  available for re-let to another tenant.   MGI  was
responsible  for  all  maintenance and management  costs  of  the
property   through  January  31,  1997  after  which   date   the
Partnership   became  responsible  for  its  share  of   expenses
associated  with  the property until it is  re-let  or  sold.   A
specialist  in commercial property leasing has been  retained  to
locate a new tenant for the property.

        During  the years ended December 31, 1996 and  1995,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $231,105 and $257,443, respectively.  These
administration  expenses  include  costs  associated   with   the
management of the properties, processing distributions, reporting
requirements  and correspondence to the Limited Partners.  During
the   same   periods,   the  Partnership   incurred   Partnership
administration  and property management expenses  from  unrelated
parties  of  $121,486 and $34,825, respectively.  These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs,  taxes, insurance and other property costs.  The  increase
in  these expenses in 1996, when compared to 1995, is the  result
of  expenses  incurred  in 1996 related to  the  Rally  situation
discussed above.

         As   of  December  31,  1996,  the  Partnership's   cash
distribution  rate  was  8.50%, based  on  the  Adjusted  Capital
Contribution.   Distributions of Net Cash  Flow  to  the  General
Partners are subordinated to the Limited Partners as required  in
the Partnership Agreement.  As a result, 99% of distributions and
income  were allocated to Limited Partners and 1% to the  General
Partners.

        Inflation  has  had  a  minimal  effect  on  income  from
operations.   It is expected that increases in sales  volumes  of
the  tenants due to inflation and real sales growth, will  result
in  an  increase  in rental income over the term of  the  leases.
Inflation  also  may  cause  the  Partnership's  real  estate  to
appreciate in value.  However, inflation and changing prices  may
also  have  an  adverse impact on the operating  margins  of  the
properties' tenants which could impair their ability to pay  rent
and subsequently reduce the Partnership's Net Cash Flow available
for distributions.

Liquidity and Capital Resources

        During  1996,  the Partnership's cash balances  decreased
$2,224,593 mainly as a result of reinvesting net sale proceeds in
an  additional property as discussed below.  For the years  ended
December  31, net cash provided by operating activities increased
from  $1,466,120  in  1995 to $1,929,889 in 1996  mainly  as  the
result of an increase in the Partnership's share of rental income
and net timing differences in the collection of payments from the
lessees and the payment of expenses.

        The  major components of the Partnership's cash flow from
investing activities are investments in real estate and  proceeds
from  the  sale of real estate.  In the years ended December  31,
1996  and 1995, the Partnership generated cash flow from the sale
of real estate, as discussed below, of $1,316,279 and $5,367,636,
respectively.  During the same periods, the Partnership  expended
$3,588,237  and  $1,429,387,  respectively,  to  invest  in  real
properties   (inclusive   of  acquisition   expenses),   as   the
Partnership  continued to reinvest the cash  generated  from  the
property sales.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        Through  December 31, 1996, the Partnership sold 87.2636%
of  its interest in the Applebee's restaurant in Aurora, Colorado
in  seven separate transactions to unrelated third parties.   The
Partnership received total net sale proceeds of $1,414,458  which
resulted  in  a total net gain of $307,871.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$1,147,622  and  $41,035,  respectively.   For  the  year   ended
December 31, 1995, the net gain was $166,392.

        Through  December 31, 1996, the Partnership sold 97.5942%
of  the  Taco Cabana restaurant in Waco, Texas, in five  separate
transactions   to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $1,105,332 which resulted  in
a  total  net  gain  of  $337,012.  The total  cost  and  related
accumulated  depreciation of the interests sold was $799,998  and
$31,678, respectively.  For the year ended December 31, 1995, the
net gain was $92,219.

        Through  December 31, 1996, the Partnership sold 79.3621%
of  the Applebee's restaurant in Temple Terrace, Florida, in  six
separate   transactions   to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $1,120,177  which
resulted  in  a total net gain of $307,822.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$839,853 and $27,498, respectively.  For the years ended December
31,  1996  and  1995,  the  net gain was $102,408  and  $109,048,
respectively.

        On  January  2, 1997, the Partnership sold an  additional
11.5416% in the Applebee's restaurant in Temple Terrace,  Florida
to  an unrelated third party.  The Partnership received net  sale
proceeds  of approximately $177,500 which resulted in a net  gain
of approximately $63,000.

        Through  December 31, 1996, the Partnership sold 98.8946%
of  the  Applebee's restaurant in Crestview Hills,  Kentucky,  in
nine  separate  transactions  to unrelated  third  parties.   The
Partnership received total net sale proceeds of $1,627,539  which
resulted  in  a total net gain of $436,533.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$1,256,017  and  $65,011,  respectively.   For  the  years  ended
December  31,  1996  and  1995, the net  gain  was  $162,457  and
$155,120, respectively.

       On April 5, 1996, the Partnership sold a 12.7585% interest
in  the  HomeTown  Buffet restaurant in  Tucson,  Arizona  to  an
unrelated  third  party.   The  Partnership  received  net   sale
proceeds  of  $201,357 which resulted in a net gain  of  $44,259.
The  total  cost  and  related accumulated  depreciation  of  the
interest sold was $164,251 and $7,153, respectively.

        On  May  19,  1994, the Partnership acquired a  92.74194%
interest  in  a  SportsTown retail sporting  goods  megastore  in
Greensboro,  North  Carolina.   The  remaining  interest  in  the
property  was  purchased by AEI Fund Management  XIX,  Inc.,  the
Partnership's  Managing General Partner and  an  officer  of  the
Managing General Partner.  The property was leased to SportsTown,
Inc. under a Lease Agreement with a primary term of 20 years  and
annual rental payments of $377,890.  The parties own the property
as  tenants-in-common under a co-tenancy agreement.  On  November
30, 1994, the Partnership entered into a written contract to sell
this  property.   The sale was completed in April,  1995.   As  a
condition  to  the  sale, the Partnership,  and  its  affiliates,
guaranteed   and  escrowed  the  next  twelve  months   of   rent
($377,890),  in  the  event that the lessee failed  to  make  the
monthly  rental  payments.  The lessee made  the  monthly  rental
payments,  and the escrowed rent was released to the  Partnership
and its affiliates.

        The  parties  received net sale proceeds  of  $3,541,409,
which  resulted in a net gain of $454,849.  At the time of  sale,
the  cost and related accumulated depreciation was $3,143,311 and
$56,751,  respectively.  The Partnership's share of the net  sale
proceeds and net gain was $3,284,233 and $419,619, respectively.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        On July 26, 1995, the Partnership sold the Black-Eyed Pea
restaurant  in  Davie, Florida to Jackson Shaw  Partners  No.  51
Ltd., an affiliate of the lessee.  The Partnership recognized net
sale  proceeds  of $1,741,953 which resulted in  a  net  loss  of
$8,574.   At  the time of sale, the cost and related  accumulated
depreciation was $1,781,075 and $30,548, respectively.   As  part
of  the sale proceeds, the Partnership received a Promissory Note
from the buyer in the amount of $1,556,982.

        On November 6, 1996, the Partnership sold the Taco Cabana
restaurant in Round Rock, Texas to an unrelated third party.  The
Partnership   recognized  net  sale  proceeds  of   approximately
$963,049,  which resulted in a net gain of $262,803.   The  total
cost  and  related  accumulated  depreciation  was  $749,710  and
$49,464,  respectively.  As part of the net  sale  proceeds,  the
Partnership  received  a  Promissory  Note  for  $660,000.    The
purchaser will attempt to use their best efforts to obtain  third
party financing to satisfy the Note by May 1, 1997.  If not  paid
sooner,  the entire unpaid principal and interest is due  October
1, 2005.  The Note bears interest at a 9% rate until May 1, 1997,
then the rate increases to 12%.

        On  March  28, 1996, the Partnership purchased  a  40.75%
interest in a Garden Ridge store in Pineville, North Carolina for
$3,615,378.  The property is leased to Garden Ridge L.P. under  a
Lease Agreement with a primary term of 20 years and annual rental
payments of $383,973.  The remaining interest in the property was
purchased  by  AEI  Net  Lease Income & Growth  Fund  XX  Limited
Partnership and AEI Income & Growth Fund XXI Limited Partnership,
affiliates of the Partnership.

       During 1996 and 1995, the Partnership distributed net sale
proceeds  of $121,458 and $419,246, respectively, to the Partners
as   part   of   their  regular  quarterly  distributions   which
represented  a return of capital of $5.69 and $19.63 per  Limited
Partnership Unit, respectively.  The remaining net sale  proceeds
will   either   be  re-invested  in  additional   properties   or
distributed to the Partners in the future.

       The Partnership's primary use of cash flow is distribution
and  redemption  payments to Partners.  The Partnership  declares
its  regular  quarterly  distributions before  the  end  of  each
quarter and pays the distribution in the first week after the end
of  each quarter.  The Partnership attempts to maintain a  stable
distribution  rate from quarter to quarter.  Redemption  payments
are  paid  to  redeeming Partners in the fourth quarter  of  each
year.   In  1995, the Partnership made distributions at  a  9.75%
rate   which  resulted  in  distributions  to  the  Partners   of
$2,083,158.  Effective January 1, 1996, the distribution rate was
reduced to 8.50% which resulted in distributions of $1,759,347 to
the Partners.

        The  Partnership may acquire Units from Limited  Partners
who  have tendered their Units to the Partnership. Such Units may
be  acquired at a discount.  The Partnership is not obligated  to
purchase  in  any  year  more than 5%  of  the  number  of  Units
outstanding at the beginning of the year.  In no event shall  the
Partnership  be  obligated to purchase  Units  if,  in  the  sole
discretion  of the Managing General Partner, such purchase  would
impair the capital or operation of the Partnership.

        During, 1996, seven Limited Partners redeemed a total  of
106.2  Partnership  Units  for $83,145  in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using  Net  Cash  Flow from operations.  In 1995,  three  Limited
Partners  redeemed a total of 30.5 Partnership Units for $25,466.
The   redemptions   increase  the  remaining  Limited   Partners'
ownership interest in the Partnership.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

       The continuing rent payments from the properties, together
with  cash generated from the property sales, should be  adequate
to  fund  continuing  distributions and  meet  other  Partnership
obligations on both a short-term and long-term basis.

ITEM 7.   FINANCIAL STATEMENTS.

       See accompanying index to financial statements.
                              
                                
                                
                                
                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS



Independent Auditor's Report

Balance Sheet as of December 31, 1996 and 1995

Statements for the Years Ended December 31, 1996 and 1995:

     Income

     Cash Flows

     Changes in Partners' Capital

Notes to Financial Statements

                                
                                
                                
                                
                                
                                
                  INDEPENDENT AUDITOR'S REPORT





To the Partners:
AEI Net Lease Income & Growth Fund XIX Limited Partnership
St. Paul, Minnesota




      We  have audited the accompanying balance sheet of AEI  NET
LEASE  INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP (a  Minnesota
limited  partnership) as of December 31, 1996 and  1995  and  the
related statements of income, cash flows and changes in partners'
capital for the years then ended.  These financial statements are
the   responsibility  of  the  Partnership's   management.    Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted auditing standards. Those standards require that we plan
and  perform  the  audit  to  obtain reasonable  assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our opinion, the financial statements referred to above
present  fairly, in all material respects, the financial position
of  AEI Net Lease Income & Growth Fund XIX Limited Partnership as
of  December 31, 1996 and 1995, and the results of its operations
and  its cash flows for the years then ended, in conformity  with
generally accepted accounting principles.




Minneapolis,  Minnesota         /s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
January 31, 1997                    Certified Public Accountants

<PAGE>
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
                                
                          BALANCE SHEET
                                
                           DECEMBER 31
                                
                             ASSETS
                                
                                                        1996            1995
 
CURRENT ASSETS:
   Cash  and Cash Equivalents                      $ 2,477,783     $ 4,702,376
   Receivables                                          17,842         240,611
   Current Portion of Long-Term Notes Receivable        69,049          26,614
                                                    -----------     -----------
      Total Current Assets                           2,564,674       4,969,601
                                                    -----------     -----------
INVESTMENTS IN REAL ESTATE:
  Land                                               4,435,197       5,025,530
  Buildings and Equipment                            9,459,091      10,210,833
  Property Acquisition Costs                            29,041          56,182
  Accumulated Depreciation                            (881,049)       (736,227)
                                                    -----------     -----------
         Net Investments in Real Estate             13,042,280      14,556,318
                                                    -----------     -----------
OTHER ASSETS:
    Long-Term Notes Receivable - 
     Net of Current Portion                          2,100,919       1,522,211
                                                    -----------     -----------
           Total Assets                            $17,707,873     $21,048,130
                                                    ===========     ===========


                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.             $    37,417     $   102,248
  Distributions Payable                                421,057         499,106
                                                    -----------     -----------
      Total Current Liabilities                        458,474         601,354
                                                    -----------     -----------

MINORITY INTEREST                                            0       3,357,202

PARTNERS' CAPITAL (DEFICIT):
  General Partners                                      (7,927)         (9,526)
  Limited Partners, $1,000 Unit Value;
   30,000 Units authorized; 21,152 Units issued;
   21,015 and 21,121 Units outstanding in
   1996 and 1995, respectively                      17,257,326      17,099,100
                                                    -----------     -----------
      Total Partners' Capital                       17,249,399      17,089,574
                                                    -----------     -----------
        Total Liabilities and Partners' Capital    $17,707,873     $21,048,130

                                                    ===========     ===========
 The accompanying notes to financial statements are an integral
                     part of this statement.
</PAGE>                                
<PAGE>
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                       STATEMENT OF INCOME

                 FOR THE YEARS ENDED DECEMBER 31


                                                       1996            1995

INCOME:
  Rent                                            $ 1,836,611      $ 1,966,165
  Investment Income                                   287,931          316,117
                                                   -----------      -----------
      Total Income                                  2,124,542        2,282,282
                                                   -----------      -----------

EXPENSES:
  Partnership Administration - Affiliates             231,105          257,443
  Partnership Administration and Property
     Management - Unrelated Parties                   121,486           34,825
  Depreciation                                        340,721          369,226
                                                   -----------      -----------
      Total Expenses                                  693,312          661,494
                                                   -----------      -----------

OPERATING INCOME                                    1,431,230        1,620,788

GAIN ON SALE OF REAL ESTATE                           571,927          969,054

MINORITY INTEREST IN NET INCOME                             0         (311,287)
                                                   -----------      -----------

NET INCOME                                        $ 2,003,157      $ 2,278,555
                                                   ===========      ===========

NET INCOME ALLOCATED:
  General Partners                                $    20,032      $    22,786
  Limited Partners                                  1,983,125        2,255,769
                                                   -----------      -----------
                                                  $ 2,003,157      $ 2,278,555
                                                   ===========      ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
 (21,095 and 21,144 weighted average Units
 outstanding in 1996 and 1995, respectively.)     $     94.01      $    106.69
                                                   ===========      ===========


 The accompanying notes to financial statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP  
                     STATEMENT OF CASH FLOWS                                
                 FOR THE YEARS ENDED DECEMBER 31

                                                        1996           1995
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net  Income                                       $ 2,003,157    $ 2,278,555

  Adjustments To Reconcile Net Income
  To Net Cash Provided By Operating Activities:
     Depreciation                                       340,721        369,226
     Gain on Sale of Real Estate                       (571,927)      (969,054)
     (Increase) Decrease in Receivables                 222,769       (225,122)
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                       (64,831)        16,915
     Minority Interest                                        0         (4,400)
                                                     -----------    -----------
       Total Adjustments                                (73,268)      (812,435)
                                                     -----------    -----------
       Net Cash Provided By
           Operating Activities                       1,929,889      1,466,120
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in Real Estate                        (3,588,237)    (1,429,387)
   Proceeds from Sale of Real Estate - 
    Net of Minority  Interest                         1,316,279      5,367,636
   Payments Received on Long-
    Term Notes  Receivable                               38,857          8,157
                                                     -----------    -----------
       Net Cash Provided By (Used For)
          Investing Activities                       (2,233,101)     3,946,406
                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in Distributions Payable                     (78,049)          (850)
  Distributions to Partners                          (1,759,347)    (2,083,158)
  Redemption Payments                                   (83,985)       (25,723)
                                                     ------------   -----------
       Net Cash Used For
           Financing Activities                      (1,921,381)    (2,109,731)
                                                     ------------   -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                 (2,224,593)     3,302,795

CASH AND CASH EQUIVALENTS, beginning of period        4,702,376      1,399,581
                                                     -----------    -----------
CASH AND CASH EQUIVALENTS, end of period            $ 2,477,783    $ 4,702,376
                                                     ===========    ===========
SUPPLEMENTAL SCHEDULE OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:

  Note  Receivable Acquired in Sale of Property     $   660,000    $ 1,556,982
                                                     ===========    ===========
  Reclassification of minority interest and 
   investments in real estate due to use of
   the proportionate consolidation method           $ 3,357,202      
                                                     ===========
 The accompanying notes to financial statements are an integral
                     part of this statement.
</PAGE>
<PAGE>                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

            STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                 FOR THE YEARS ENDED DECEMBER 31

                                
                                                                     Limited
                                                                   Partnership
                               General       Limited                  Units
                               Partners      Partners    Total     Outstanding


BALANCE, December 31, 1994  $  (11,223)   $16,931,123  $16,919,900   21,151.93

  Distributions                (20,832)    (2,062,326)  (2,083,158)

  Redemption Payments             (257)       (25,466)     (25,723)     (30.50)

  Net Income                    22,786      2,255,769    2,278,555
                             ----------    -----------  ----------  -----------
BALANCE, December 31, 1995      (9,526)    17,099,100   17,089,574   21,121.43

  Distributions                (17,593)    (1,741,754)  (1,759,347)

  Redemption Payments             (840)       (83,145)     (83,985)    (106.20)

  Net Income                    20,032      1,983,125    2,003,157
                             ----------    -----------  -----------  ----------
BALANCE, December 31, 1996  $   (7,927)   $17,257,326  $17,249,399   21,015.23
                             ==========    ===========  ===========  ==========



 The accompanying notes to financial statements are an integral
                     part of this statement.
</PAGE>
                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995

(1)  Organization -

     AEI  Net  Lease Income & Growth Fund XIX Limited Partnership
     (Partnership)  was  formed to acquire and  lease  commercial
     properties   to   operating  tenants.    The   Partnership's
     operations  are  managed by AEI Fund  Management  XIX,  Inc.
     (AFM),  the  Managing  General Partner of  the  Partnership.
     Robert  P.  Johnson, the President and sole  shareholder  of
     AFM,  serves  as  the  Individual  General  Partner  of  the
     Partnership.  An affiliate of AFM, AEI Fund Management, Inc.
     (AEI)  performs  the administrative and operating  functions
     for the Partnership.
     
     The   terms   of  the  Partnership  offering  call   for   a
     subscription  price of $1,000 per Limited Partnership  Unit,
     payable   on  acceptance  of  the  offer.   The  Partnership
     commenced   operations  on  May  31,   1991   when   minimum
     subscriptions    of   1,500   Limited   Partnership    Units
     ($1,500,000)  were  accepted.   The  Partnership's  offering
     terminated  February  5,  1993 when  the  extended  offering
     period expired.  The Partnership received subscriptions  for
     21,151.928 Limited Partnership Units ($21,151,928).
     
     Under  the  terms of the Limited Partnership Agreement,  the
     Limited  Partners and General Partners contributed funds  of
     $21,151,928, and $1,000, respectively.  During the operation
     of the Partnership, any Net Cash Flow, as defined, which the
     General Partners determine to distribute will be distributed
     90% to the Limited Partners and 10% to the General Partners;
     provided,  however, that such distributions to  the  General
     Partners will be subordinated to the Limited Partners  first
     receiving an annual, noncumulative distribution of Net  Cash
     Flow equal to 10% of their Adjusted Capital Contribution, as
     defined,  and, provided further, that in no event  will  the
     General Partners receive less than 1% of such Net Cash  Flow
     per  annum.  Distributions to Limited Partners will be  made
     pro rata by Units.
     
     Any  Net  Proceeds  of Sale, as defined, from  the  sale  or
     financing of the Partnership's properties which the  General
     Partners determine to distribute will, after provisions  for
     debts  and  reserves, be paid in the following  manner:  (i)
     first,  99%  to the Limited Partners and 1% to  the  General
     Partners until the Limited Partners receive an amount  equal
     to:  (a)  their Adjusted Capital Contribution  plus  (b)  an
     amount  equal  to 12% of their Adjusted Capital Contribution
     per  annum, cumulative but not compounded, to the extent not
     previously  distributed  from  Net  Cash  Flow;   (ii)   any
     remaining  balance will be distributed 90%  to  the  Limited
     Partners and 10% to the General Partners.  Distributions  to
     the Limited Partners will be made pro rata by Units.
     
     For  tax  purposes,  profits  from  operations,  other  than
     profits  attributable  to  the  sale,  exchange,  financing,
     refinancing   or  other  disposition  of  the  Partnership's
     property,  will  be  allocated first in the  same  ratio  in
     which,  and  to the extent, Net Cash Flow is distributed  to
     the Partners for such year.  Any additional profits will  be
     allocated in the same ratio as the last dollar of  Net  Cash
     Flow  is  distributed.  Net losses from operations  will  be
     allocated 98% to the Limited Partners and 2% to the  General
     Partners.
     
     
                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995

(1)  Organization - (Continued)
     
     For  tax purposes, profits arising from the sale, financing,
     or  other disposition of the Partnership's property will  be
     allocated  in  accordance with the Partnership Agreement  as
     follows:  (i) first, to those partners with deficit balances
     in  their capital accounts in an amount equal to the sum  of
     such  deficit  balances; (ii) second,  99%  to  the  Limited
     Partners  and 1% to the General Partners until the aggregate
     balance in the Limited Partners' capital accounts equals the
     sum  of the Limited Partners' Adjusted Capital Contributions
     plus  an  amount  equal  to 12% of  their  Adjusted  Capital
     Contributions  per annum, cumulative but not compounded,  to
     the  extent  not  previously  allocated;  (iii)  third,  the
     balance of any remaining gain will then be allocated 90%  to
     the  Limited  Partners  and  10% to  the  General  Partners.
     Losses will be allocated 98% to the Limited Partners and  2%
     to the General Partners.
     
     The  General Partners are not required to currently  fund  a
     deficit   capital   balance.   Upon   liquidation   of   the
     Partnership or withdrawal by a General Partner, the  General
     Partners will contribute to the Partnership an amount  equal
     to  the  lesser  of  the deficit balances in  their  capital
     accounts  or  1%  of  total Limited  Partners'  and  General
     Partners' capital contributions.

(2)  Summary of Significant Accounting Policies -

     Financial Statement Presentation
     
       The  accounts  of  the Partnership are maintained  on  the
       accrual  basis of accounting for both federal  income  tax
       purposes and financial reporting purposes.
     
     Accounting Estimates
     
       Management  uses  estimates and assumptions  in  preparing
       these  financial statements in accordance  with  generally
       accepted  accounting  principles.   Those  estimates   and
       assumptions may affect the reported amounts of assets  and
       liabilities,  the  disclosure  of  contingent  assets  and
       liabilities,  and  the  reported  revenues  and  expenses.
       Actual results could differ from those estimates.
       
       The  Partnership regularly assesses whether market  events
       and conditions indicate that it is reasonably possible  to
       recover  the carrying amounts of its investments  in  real
       estate  from  future operations and sales.   A  change  in
       those  market events and conditions could have a  material
       effect on the carrying amount of its real estate
       
     Cash Concentrations of Credit Risk

       At  times  throughout  the year,  the  Partnership's  cash
       deposited  in  financial  institutions  may  exceed   FDIC
       insurance limits.
                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995

(2)  Summary of Significant Accounting Policies - (Continued)
     
     Statement of Cash Flows
     
       For  purposes  of  reporting cash  flows,  cash  and  cash
       equivalents  include cash in checking,  cash  invested  in
       money  market  accounts, certificates of deposit,  federal
       agency  notes  and commercial paper with a term  of  three
       months or less.
       
     Income Taxes

       The  income or loss of the Partnership for federal  income
       tax  reporting  purposes is includable in the  income  tax
       returns of the partners.  Accordingly, no recognition  has
       been  given to income taxes in the accompanying  financial
       statements.
       
       The  tax  return, the qualification of the Partnership  as
       such  for  tax  purposes, and the amount of  distributable
       Partnership  income or loss are subject to examination  by
       federal   and  state  taxing  authorities.   If  such   an
       examination  results  in  changes  with  respect  to   the
       Partnership  qualification or in changes to  distributable
       Partnership  income  or loss, the taxable  income  of  the
       partners would be adjusted accordingly.

     Real Estate
     
       The  Partnership's real estate is leased  under  long-term
       triple  net  leases classified as operating  leases.   The
       Partnership  recognizes  rental  revenue  on  the  accrual
       basis  according  to  the terms of the individual  leases.
       For  leases  which contain cost of living  increases,  the
       increases  are  recognized in the year in which  they  are
       effective.
       
       Real  estate is recorded at the lower of cost or estimated
       net  realizable value.  The Financial Accounting Standards
       Board  issued  Statement  No.  121,  "Accounting  for  the
       Impairment of Long-Lived Assets and for Long-Lived  Assets
       to   be   Disposed   Of"  which  is  effective   for   the
       Partnership's fiscal year ended December 31,  1996.   This
       standard  requires the Partnership to compare the carrying
       amount  of  its  properties to the estimated  future  cash
       flows  expected  to  result  from  the  property  and  its
       eventual  disposition.  If the sum of the expected  future
       cash  flows  is  less  than the  carrying  amount  of  the
       property,  the  Statement  requires  the  Partnership   to
       recognize  an impairment loss by the amount by  which  the
       carrying amount of the property exceeds the fair value  of
       the  property.  Adoption of this Statement did not have  a
       material    effect   on   the   Partnership's    financial
       statements.
       
       The  Partnership  has capitalized as Investments  in  Real
       Estate   certain   costs  incurred  in  the   review   and
       acquisition  of the properties.  The costs were  allocated
       to the land, buildings and equipment.
       
                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995
                                
(2)  Summary of Significant Accounting Policies - (Continued)
     
       The   buildings  and  equipment  of  the  Partnership  are
       depreciated  using the straight-line method for  financial
       reporting purposes based on estimated useful lives  of  30
       years and 10 years, respectively.
       
       During  the fourth quarter of 1996, as a result of changes
       in  certain  agreements, the Partnership began  accounting
       for  properties owned as tenants-in-common with  unrelated
       third   parties   using  the  proportionate  consolidation
       method.   Each tenant-in-common owns a separate, undivided
       interest  in  the  properties.  Any tenant-in-common  that
       holds  more than a 50% interest does not control decisions
       over  the  other  tenant-in-common  interests.   The  1996
       financial   statements  reflect  only  this  Partnership's
       percentage  share  of the property's  land,  building  and
       equipment, liabilities, revenues and expenses.
       
       In  fiscal 1995, for properties owned as tenants-in-common
       with   unrelated  third  parties,  other  than  affiliated
       partnerships, the Partnership accounted for  its  interest
       under  the full consolidation method whereby the unrelated
       third  parties' interests in the properties were reflected
       in  the  Partnership's financial statements as a  minority
       interest.   For  purposes  of  financial  reporting,   the
       Partnership consolidated properties in which  it  was  the
       controlling   tenant-in-common  despite  having   only   a
       minority equity interest in the property.
       
       In   both  fiscal  1996  and  1995,  properties  owned  in
       conjunction  with related Partnerships were accounted  for
       using the proportionate consolidation method.

(3)  Related Party Transactions -
     
     On  July  31,  1991,  the Partnership  acquired  a  38.2362%
     interest in a Taco Cabana restaurant in Houston, Texas.  The
     remaining  interest in the property is  owned  by  AEI  Real
     Estate  Fund 86-A Limited Partnership, an affiliate  of  the
     Partnership.  In December 1992, the Partnership purchased  a
     90.6615%  interest  in an Applebee's restaurant  in  Aurora,
     Colorado.  The remaining interest in the property  is  owned
     by AEI Institutional Net Lease Fund `93, an affiliate of the
     Partnership.  On June 16, 1993, the Partnership  acquired  a
     60.2%  interest in a HomeTown Buffet restaurant  in  Tucson,
     Arizona.   The remaining interests in the property is  owned
     by  AEI  Real  Estate Fund XVIII and AEI  Institutional  Net
     Lease  Fund  '93  Limited Partnerships,  affiliates  of  the
     Partnership.  On December 21, 1995, the Partnership acquired
     a  33.0%  interest  in a Media Play retail  store  in  Apple
     Valley,  Minnesota.   On  March 28,  1996,  the  Partnership
     acquired a 40.75% interest in a Garden Ridge retail store in
     Pineville, North Carolina.  The remaining interests  in  the
     Media  Play  and Garden Ridge stores are owned  by  AEI  Net
     Lease  Income & Growth Fund XX and AEI Income & Growth  Fund
     XXI Limited Partnerships, affiliates of the Partnership.

                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995
                                
                                
(3)  Related Party Transactions - (Continued)

     On  May  19,  1994,  the  Partnership acquired  a  92.74194%
     interest in a SportsTown retail sporting goods megastore  in
     Greensboro, North Carolina.  The remaining interest  in  the
     property was purchased by AEI Fund Management XIX, Inc., the
     Partnership's Managing General Partner and an officer of the
     Managing General Partner.  In April, 1995, the parties  sold
     the  property to an unrelated buyer.  The parties owned  the
     property  as tenants-in-common under a co-tenancy agreement.
     The  Partnership accounted for its interest using  the  full
     consolidation method.
     
     AFM   and  AEI  received  the  following  compensation   and
     reimbursements for costs and expenses from the Partnership:
     
                                            Total Incurred by the Partnership
                                             for the Years Ended December 31
 
                                                         1996          1995
a.AEI and AFM are reimbursed for all costs
  incurred in connection with managing the
  Partnership's operations, maintaining the
  Partnership's books and communicating
  the results of operations to the Limited
  Partners.                                           $ 231,105     $ 257,443
                                                       ========      ========
b.AEI and AFM are reimbursed for all direct
  expenses they have paid on the Partnership's
  behalf to third parties.  These expenses included
  printing costs, legal and filing fees, direct
  administrative costs and outside audit and
  accounting costs, insurance and other 
  property costs.                                     $ 121,486     $  34,825
                                                       ========      ========

c.AEI is reimbursed for all property acquisition
  costs incurred by it in acquiring properties on
  behalf of the Partnership.  The amounts are net
  of financing and commitment fees and expense
  reimbursements received by the Partnership from
  the lessees in the amount of $70,017 and $46,489
  for 1996 and 1995, respectively.                   $  27,756      $  61,290
                                                      ========       ========

     The  payable  to  AEI Fund Management, Inc.  represents  the
     balance due for the services described in 3a, b and c.  This
     balance is non-interest bearing and unsecured and is  to  be
     paid in the normal course of business.
     
                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995
                                
(4)  Investments in Real Estate -

     The  Partnership  leases its properties to  various  tenants
     through   non-cancelable  triple  net  leases,   which   are
     classified  as operating leases.  Under a triple net  lease,
     the  lessee  is  responsible  for  all  real  estate  taxes,
     insurance,  maintenance, repairs and operating  expenses  of
     the  property.   The initial Lease terms are  for  15  years
     except   for   the   Garden  Ridge  store,  the   Applebee's
     restaurants, the Denny's restaurant and the HomeTown  Buffet
     restaurant  which have Lease terms of 20 years.  The  Leases
     contain  renewal options which may extend the Lease term  an
     additional 15 years, except for the Taco Cabana restaurants,
     the  Applebee's in Aurora, Colorado, the Denny's restaurant,
     and  the HomeTown Buffet which have renewal options that may
     extend  the Lease term an additional 10 years and the Garden
     Ridge  store which has a renewal option that may extend  the
     Lease term an additional 25 years.  The Leases contain  rent
     clauses  which entitle the Partnership to receive additional
     rent  in future years based on stated rent increases  or  if
     gross  receipts  for the property exceed  certain  specified
     amounts, among other conditions.  Certain lessees have  been
     granted options to purchase the property.  Depending on  the
     lease, the purchase price is either determined by a formula,
     or  is  the greater of the fair market value of the property
     or the amount determined by a formula.  In all cases, if the
     option  were  to  be exercised by the lessee,  the  purchase
     price  would  be  greater  than the  original  cost  of  the
     property.
     
     The  Partnership's  properties are all  commercial,  single-
     tenant buildings.  The properties were constructed in  1992,
     1993,  1994,  1995  and  1996, except  the  Taco  Cabana  in
     Houston,   Texas,  which  was  constructed  in  1987.    The
     Partnership acquired all properties during 1996, 1995, 1994,
     1993,  1992  and 1991.  There have been no costs capitalized
     as improvements subsequent to the acquisitions.
     

   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995
                                
(4)  Investments in Real Estate - (Continued)

     For  those properties in the table below which do  not  have
     land  costs,  the  lessee has entered  into  long-term  land
     leases  with  unrelated  third parties.   The  cost  of  the
     properties and related accumulated depreciation at  December
     31, 1996 are as follows:
     
                                             Buildings and         Accumulated
Property                             Land      Equipment    Total  Depreciation

Taco Cabana, Houston, TX         $  334,414  $  212,908  $  547,322 $   38,442
Taco Cabana, San Antonio, TX        598,533     548,741   1,147,274     91,201
Taco Cabana, Waco, TX                 7,788      11,932      19,720      1,911
Applebee's, Aurora, CO               15,969      28,813      44,782      4,309
Red Line Burger, Houston, TX              0     299,531     299,531     45,720
Red Line Burger, Houston, TX              0     303,629     303,629     46,290
Red Line Burger, Corpus Christi, TX       0     280,378     280,378     41,367
Applebee's, Crestwood, MO                 0     803,418     803,418    104,927
Applebee's, Crestview Hills, KY       4,490       9,549      14,039      1,183
HomeTown Buffet, Tucson, AZ         329,136     281,619     610,755     33,247
Applebee's, Covington, LA           358,521     740,564   1,099,085     95,914
Rally's, Brownsville, TX                  0     281,713     281,713     38,392
Rally's, Edinburg, TX                     0     281,762     281,762     38,399
Applebee's, Temple Terrace, FL      101,119     117,282     218,401     14,149
Applebee's, Beaverton, OR           636,972   1,123,107   1,760,079    122,594
Denny's, Apple Valley, CA           461,013     716,642   1,177,655     67,081
Media Play, Apple Valley, MN        415,393     973,974   1,389,367     34,835
Garden Ridge, Pineville, NC       1,171,849   2,443,529   3,615,378     61,088
                                 ----------  ----------  ----------  ---------
                                $ 4,435,197 $ 9,459,091 $13,894,288 $  881,049
                                 ==========  ==========  ==========  =========
     
     Through December 31, 1996, the Partnership sold 87.2636%  of
     its   interest  in  the  Applebee's  restaurant  in  Aurora,
     Colorado  in seven separate transactions to unrelated  third
     parties.   The Partnership received total net sale  proceeds
     of  $1,414,458  which  resulted  in  a  total  net  gain  of
     $307,871.    The   total   cost  and   related   accumulated
     depreciation  of  the  interests  sold  was  $1,147,622  and
     $41,035,  respectively.   For the year  ended  December  31,
     1995, the net gain was $166,392.
     
     Through December 31, 1996, the Partnership sold 97.5942%  of
     the  Taco Cabana restaurant in Waco, Texas, in five separate
     transactions  to  unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $1,105,332   which
     resulted  in a total net gain of $337,012.  The  total  cost
     and  related accumulated depreciation of the interests  sold
     was  $799,998 and $31,678, respectively.  For the year ended
     December 31, 1995, the net gain was $92,219.
     

   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995
                                
(4)  Investments in Real Estate - (Continued)
     
     Through December 31, 1996, the Partnership sold 79.3621%  of
     the Applebee's restaurant in Temple Terrace, Florida, in six
     separate  transactions  to  unrelated  third  parties.   The
     Partnership  received total net sale proceeds of  $1,120,177
     which  resulted in a total net gain of $307,822.  The  total
     cost  and  related accumulated depreciation of the interests
     sold  was $839,853 and $27,498, respectively.  For the years
     ended  December 31, 1996 and 1995, the net gain was $102,408
     and $109,048, respectively.
     
     On  January  2,  1997, the Partnership  sold  an  additional
     11.5416%  in  the  Applebee's restaurant in Temple  Terrace,
     Florida  to  an  unrelated  third  party.   The  Partnership
     received  net sale proceeds of approximately $177,500  which
     resulted in a net gain of approximately $63,000.
     
     Through December 31, 1996, the Partnership sold 98.8946%  of
     the  Applebee's restaurant in Crestview Hills, Kentucky,  in
     nine separate transactions to unrelated third parties.   The
     Partnership  received total net sale proceeds of  $1,627,539
     which  resulted in a total net gain of $436,533.  The  total
     cost  and  related accumulated depreciation of the interests
     sold  was  $1,256,017  and $65,011, respectively.   For  the
     years  ended  December 31, 1996 and 1995, the net  gain  was
     $162,457 and $155,120, respectively.
     
     On  April  5, 1996, the Partnership sold a 12.7585% interest
     in  the HomeTown Buffet restaurant in Tucson, Arizona to  an
     unrelated  third party.  The Partnership received  net  sale
     proceeds  of  $201,357  which resulted  in  a  net  gain  of
     $44,259.    The   total   cost   and   related   accumulated
     depreciation of the interest sold was $164,251  and  $7,153,
     respectively.
     
     On  May  19,  1994,  the  Partnership acquired  a  92.74194%
     interest in a SportsTown retail sporting goods megastore  in
     Greensboro, North Carolina.  The remaining interest  in  the
     property was purchased by AEI Fund Management XIX, Inc., the
     Partnership's Managing General Partner and an officer of the
     Managing  General  Partner.   The  property  was  leased  to
     SportsTown, Inc. under a Lease Agreement with a primary term
     of  20  years  and annual rental payments of $377,890.   The
     parties  own the property as tenants-in-common under  a  co-
     tenancy  agreement.  On November 30, 1994,  the  Partnership
     entered into a written contract to sell this property.   The
     sale  was completed in April, 1995.  As a condition  to  the
     sale,  the  Partnership, and its affiliates, guaranteed  and
     escrowed the next twelve months of rent ($377,890),  in  the
     event  that  the  lessee failed to make the  monthly  rental
     payments.  The lessee made the monthly rental payments,  and
     the  escrowed rent was released to the Partnership  and  its
     affiliates.
     
     The  parties received net sale proceeds of $3,541,409, which
     resulted  in a net gain of $454,849.  At the time  of  sale,
     the cost and related accumulated depreciation was $3,143,311
     and  $56,751, respectively.  The Partnership's share of  the
     net  sale proceeds and net gain was $3,284,233 and $419,619,
     respectively.
     

   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995
                                
(4)  Investments in Real Estate - (Continued)
     
     On  July  26, 1995, the Partnership sold the Black-Eyed  Pea
     restaurant in Davie, Florida to Jackson Shaw Partners No. 51
     Ltd.,   an   affiliate  of  the  lessee.   The   Partnership
     recognized net sale proceeds of $1,741,953 which resulted in
     a  net  loss of $8,574.  At the time of sale, the  cost  and
     related accumulated depreciation was $1,781,075 and $30,548,
     respectively.  As part of the sale proceeds, the Partnership
     received  a Promissory Note from the buyer in the amount  of
     $1,556,982.
     
     On  November  6, 1996, the Partnership sold the Taco  Cabana
     restaurant in Round Rock, Texas to an unrelated third party.
     The   Partnership   recognized   net   sale   proceeds    of
     approximately  $963,049, which resulted in  a  net  gain  of
     $262,803.    The   total   cost  and   related   accumulated
     depreciation  was  $749,710 and $49,464,  respectively.   As
     part  of  the net sale proceeds, the Partnership received  a
     Promissory Note for $660,000.  The purchaser will attempt to
     use  their  best efforts to obtain third party financing  to
     satisfy  the  Note by May 1, 1997.  If not paid sooner,  the
     entire unpaid principal and interest is due October 1, 2005.
     The Note bears interest at a 9% rate until May 1, 1997, then
     the rate increases to 12%.
     
     On  March  28,  1996,  the Partnership  purchased  a  40.75%
     interest  in  a  Garden  Ridge  store  in  Pineville,  North
     Carolina  for $3,615,378.  The property is leased to  Garden
     Ridge L.P. under a Lease Agreement with a primary term of 20
     years and annual rental payments of $383,973.
     
     During  1996 and 1995, the Partnership distributed net  sale
     proceeds  of  $121,458  and $419,246, respectively,  to  the
     Limited  and  General  Partners as  part  of  their  regular
     quarterly  distributions  which  represented  a  return   of
     capital  of  $5.69 and $19.63 per Limited Partnership  Unit,
     respectively.  The remaining net sale proceeds  will  either
     be  re-invested  in additional properties or distributed  to
     the Partners in the future.
     
     In August, 1995, the lessee of the three Red Line Burger and
     two  Rally's  properties  filed for  reorganization.   After
     reviewing   the  operating  results  of  the   lessee,   the
     Partnership  agreed to amend the Leases of the  two  Rally's
     properties  and  one  of  the Red  Line  Burger  properties.
     Effective  December  1,  1995, the Partnership  amended  the
     Leases to reduce the base rent from the current annual  rent
     of $43,742 to $15,000 for each property with additional rent
     of  6.75%  of  the  amount by which  gross  receipts  exceed
     $275,000.   In  1997, the reorganization plan confirmed  one
     Red Line Lease, as amended, and rejected the other two.   In
     addition, the plan allowed the Rally's properties to be sold
     and on February 14, 1997, the Partnership received net sales
     proceeds of approximately $500,000, which resulted in a  net
     gain   of   approximately  $13,000.   The   Partnership   is
     negotiating  to  re-lease or sell the  other  two  Red  Line
     Burger  properties in Houston, Texas.  The  Partnership  did
     not  collect $209,812 of pre-petition and post-petition rent
     related  to  the five properties, which was not accrued  for
     financial  reporting  purposes due  to  the  uncertainty  of
     collection.
     
     
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995

(4)  Investments in Real Estate - (Continued)

     On  December  21,  1995, the Partnership purchased  a  33.0%
     interest  in  a  Media Play retail store  in  Apple  Valley,
     Minnesota  for $1,389,367.  The property was leased  to  The
     Musicland Group, Inc. (MGI) under a Lease Agreement  with  a
     primary  term  of  18  years and annual rental  payments  of
     $135,482.
     
     In  December,  1996,  the Partnership  and  MGI  reached  an
     agreement in which MGI would buy out and terminate the Lease
     Agreement by making a payment of $800,000, which is equal to
     approximately two years' rent.  The Partnership's  share  of
     such  payment  was  $264,000.   Under  the  Agreement,   MGI
     remained in possession of the property and performed all  of
     its  obligations  under  the  net  lease  agreement  through
     January  31, 1997 at which time it vacated the property  and
     made  it  available for re-let to another tenant.   MGI  was
     responsible for all maintenance and management costs of  the
     property  through  January 31, 1997  after  which  date  the
     Partnership  became responsible for its  share  of  expenses
     associated with the property until it is re-let or sold.   A
     specialist in commercial property leasing has been  retained
     to locate a new tenant for the property.
     
     The  Partnership has incurred net costs of $527,142 relating
     to  the review of potential property acquisitions.  Of these
     costs, $498,101 have been capitalized and allocated to land,
     building and equipment.  The remaining costs of $29,041 have
     been   capitalized  and  will  be  allocated  to  properties
     acquired subsequent to December 31, 1996.
     
     The Partnership's share of the minimum future rentals on the
     non-cancelable Leases for years subsequent to  December  31,
     1996 is as follows:

                       1997           $ 1,438,634
                       1998             1,452,645
                       1999             1,481,477
                       2000             1,511,192
                       2001             1,538,174
                       Thereafter       19,916,091
                                       -----------
                                      $ 27,338,213
                                       ===========
     
     There were no contingent rents recognized in 1996 or 1995.
     
(5)  Long-Term Notes Receivable -
     
     The Partnership received a Promissory Note from Jackson Shaw
     Partners  No.  51 Ltd. from the sale of the  Black-Eyed  Pea
     restaurant as discussed in Note 4.  The Note requires forty-
     eight  monthly  principal and interest payments  of  $15,025
     with  a  balloon payment for the outstanding  principal  and
     interest  due September 1, 1999.  Interest is being  charged
     on  the Note at the rate of 10% on the outstanding principal
     balance.   The  Note  is secured by the land,  building  and
     equipment.    As  of  December  31,  1996  and   1995,   the
     outstanding  principal due on the note  was  $1,522,211  and
     $1,548,825, respectively.
     
     
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995

(5)  Long-Term Notes Receivable - (Continued)
     
     The Partnership received a Promissory Note from the sale  of
     the  Taco  Cabana restaurant as discussed in  Note  4.   The
     purchaser  will attempt to use their best efforts to  obtain
     third  party financing to satisfy the Note by May  1,  1997.
     If not paid sooner, the entire unpaid principal and interest
     is  due  October 1, 2005.  The Note bears interest at  a  9%
     rate until May 1, 1997, then the rate increases to 12%.  The
     Note is secured by the land, building and equipment.  As  of
     December 31, 1996, the outstanding principal due on the Note
     was $647,757.
     
     Scheduled  maturities of the long-term notes receivable  are
     as follows:
     
                       1997           $   69,049
                       1998               72,363
                       1999            1,509,317
                       2000               59,473
                       2001               71,402
                       Thereafter        388,364
                                      -----------
                                     $ 2,169,968
                                      ===========
     
(6)  Major Tenants -

     The following schedule presents rent revenue from individual
     tenants,   or  affiliated  groups  of  tenants,   who   each
     contributed more than ten percent of the Partnership's total
     rent revenue for the years ended December 31:
     
                                                       1996            1995
        Tenants                    Industry

     Texas Taco Cabana L.P.       Restaurant       $   339,661    $   456,385
     Apple Partners L.P.          Restaurant           326,159        315,130
     The Musicland Group, Inc.    Retail               399,481            N/A
     Garden Ridge L.P.            Retail               292,109            N/A
                                                    -----------    -----------

     Aggregate rent revenue of major tenants       $ 1,357,410    $   771,515
                                                    ===========    ===========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue                    74%            39%
                                                    ===========    ===========

                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995
                                
(7)  Partners' Capital -

     Cash  distributions of $18,433 and $21,089 were made to  the
     General Partners and $1,741,754 and $2,062,326 were made  to
     the  Limited Partners for the years ended December 31,  1996
     and 1995, respectively.  The Limited Partners' distributions
     represent  $82.57  and $97.54 per Limited  Partnership  Unit
     outstanding  using 21,095 and 21,144 weighted average  Units
     in 1996 and 1995, respectively.  The distributions represent
     $82.57  and $97.54 per Unit of Net Income in 1996 and  1995,
     respectively.
     
     As  part  of  the  Limited  Partner distributions  discussed
     above, the Partnership distributed $120,244 and $415,054  of
     proceeds from property sales in 1996 and 1995, respectively.
     The  distributions  reduced the Limited  Partners'  Adjusted
     Capital Contributions.
     
     Distributions  of  Net  Cash Flow to  the  General  Partners
     during  1996  and  1995  were subordinated  to  the  Limited
     Partners  as  required in the Partnership Agreement.   As  a
     result,  99%  of distributions and income were allocated  to
     the Limited Partners and 1% to the General Partners.
     
     The  Partnership may acquire Units from Limited Partners who
     have tendered their Units to the Partnership. Such Units may
     be acquired at a discount.  The Partnership is not obligated
     to  purchase in any year more than 5% of the number of Units
     outstanding at the beginning of the year.  In no event shall
     the  Partnership be obligated to purchase Units if,  in  the
     sole  discretion  of  the  Managing  General  Partner,  such
     purchase  would  impair  the capital  or  operation  of  the
     Partnership.
     
     During  1996,  seven Limited Partners redeemed  a  total  of
     106.2  Partnership Units for $83,145 in accordance with  the
     Partnership Agreement.  The Partnership acquired these Units
     using Net Cash Flow from operations.  In 1995, three Limited
     Partners  redeemed  a  total of 30.5 Partnership  Units  for
     $25,466.   The  redemptions increase the  remaining  Limited
     Partners' ownership interest in the Partnership.
     
     After  the  effect of redemptions and the return of  capital
     from   the   sale   of   property,  the   Adjusted   Capital
     Contribution,  as defined in the Partnership  Agreement,  is
     $973.21 per original $1,000 invested.

                                
   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 AND 1995
                                
(8)  Income Taxes -

     The   following  is  a  reconciliation  of  net  income  for
     financial reporting purposes to income reported for  federal
     income tax purposes for the years ended December 31:
     
                                                    1996            1995 
     
     Net Income for Financial
       Reporting  Purposes                      $ 2,003,157      $ 2,278,555
     
     Depreciation for Tax Purposes Over
      Depreciation for Financial
      Reporting Purposes                             22,337          (14,630)
     
     Amortization of Start-Up and
      Organization Costs                            (57,331)        (157,283)
     
     Income Accrued for Tax Purposes
      Over Income for Financial
      Reporting Purposes                             60,644           33,708
     
     Property Expenses for Tax Purposes
      Under Expenses for Financial
      Reporting Purposes                             43,788                0
     
     Gain on Sale of Real Estate for
      Tax Purposes Over (Under) Gain
      for Financial Reporting Purposes               16,841             (201)
                                                 -----------      -----------
            Taxable  Income to Partners         $ 2,089,436      $ 2,140,149
                                                 ===========      ===========

   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                   DECEMBER 31, 1996 AND 1995
                                
(8)  Income Taxes - (Continued)
     
     The  following is a reconciliation of Partners' capital  for
     financial  reporting purposes to Partners' capital  reported
     for federal income tax purposes for the years ended December
     31:
     
                                                       1996            1995
     
     Partners' Capital for
       Financial  Reporting Purposes               $17,249,399    $17,089,574
     
     Adjusted Tax Basis of Investments
      in Real Estate Under Net Investments
      in Real Estate for Financial
      Reporting Purposes                               (55,851)       (95,029)
     
     Capitalized Start-Up Costs
      Under Section 195                                272,259        396,917
     
     Amortization of Start-Up and
      Organization Costs                              (199,510)      (265,344)
     
     Income Accrued for Tax Purposes
      Over Income for Financial
      Reporting Purposes                                94,352         33,708
     
     Property Expenses for Tax Purposes
      Under Expenses for Financial
      Reporting Purposes                                45,281              0
     
     Organization and Syndication Costs
      Treated as Reduction of Capital
      For Financial Reporting Purposes               3,018,278      3,018,278
                                                    -----------    -----------
           Partners' Capital for
               Tax  Reporting Purposes             $20,424,208    $20,178,104
                                                    ===========    ===========

   AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                   DECEMBER 31, 1996 AND 1995
                                
(9)  Fair Value of Financial Instruments -

     The estimated fair values of the financial instruments, none
     of  which are held for trading purposes, for the years ended
     December 31:
     
                                     1996                      1995
                           Carrying        Fair       Carrying       Fair
                            Amount         Value       Amount        Value
     
     Cash                $      459    $      459   $      698   $      698
     Money Market Funds   2,477,324     2,477,324    1,716,860    1,716,860
     Commerical Paper
      (held to maturity)          0             0    1,989,796    1,989,796
     Federal Agency Note
      (held to maturity)          0             0      995,022      995,022
                          ---------     ---------    ---------    ---------
       Total Cash and
        Cash Equivalents $2,477,783    $2,477,783   $4,702,376   $4,702,376
                          =========     =========    =========    =========
     
     Notes Receivable    $2,169,968    $2,169,968   $1,548,825   $1,548,825
                          =========     =========    =========    =========
     
     The amortized cost basis of the commercial paper and federal
     agency  notes, is not materially different from its carrying
     amount or fair value.  The notes receivable carrying amounts
     approximate fair value.
     

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

          None.


                            PART III
                                
ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS;  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

        The  registrant  is  a  limited partnership  and  has  no
officers,  directors, or direct employees.  The General  Partners
of  the  registrant are Robert P. Johnson and AFM.   The  General
Partners  manage and control the Partnership's affairs  and  have
general  responsibility and the ultimate authority in all matters
affecting the Partnership's business.  The director and  officers
of AFM are as follows:

        Robert  P.  Johnson, age 52, is Chief Executive  Officer,
President  and  Director and has held these positions  since  the
formation  of  AFM in September, 1990, and has  been  elected  to
continue in these positions until September, 1997.  From 1970  to
the  present, he had been employed exclusively in the  investment
industry,  specializing  in  tax-advantaged  limited  partnership
investments.   In  that  capacity, he has been  involved  in  the
development,  analysis, marketing and management  of  public  and
private investment programs investing in net lease properties  as
well  as  public  and  private investment programs  investing  in
energy  development.   Since  1971,  Mr.  Johnson  has  been  the
president,  a  director  and  a  registered  principal   of   AEI
Incorporated,  which  is  registered  with  the  Securities   and
Exchange Commission as a securities broker-dealer, is a member of
the  National Association of Securities Dealers, Inc. (NASD)  and
is  a  member  of  the Security Investors Protection  Corporation
(SIPC).   Mr.  Johnson has been president,  a  director  and  the
principal shareholder of AEI Fund Management, Inc., a real estate
management  company founded by him, since 1978.  Mr.  Johnson  is
currently  a general partner or principal of the general  partner
in fifteen other limited partnerships.

        Mark  E.  Larson,  age 44, is Executive  Vice  President,
Treasurer  and  Chief  Financial  Officer  and  has  held   these
positions since the formation of AFM in September, 1990, and  has
been  elected  to  continue in these positions  until  September,
1997.   In  January,  1993, Mr. Larson was elected  to  serve  as
Secretary  of  AFM  and will continue to serve  until  September,
1995.  Mr. Larson has been employed by AEI Fund Management,  Inc.
and  affiliated  entities since 1985.  From  1979  to  1985,  Mr.
Larson   was  with  Apache  Corporation  as  manager  of  Program
Accounting  responsible  for  the  accounting  and  reports   for
approximately 46 public partnerships.  Mr. Larson is  responsible
for   supervising  the  accounting  functions  of  AFM  and   the
registrant.

ITEM 10.  EXECUTIVE COMPENSATION.

        The General Partner and affiliates are reimbursed at cost
for  all  services performed on behalf of the registrant and  for
all  third party expenses paid on behalf of the registrant.   The
cost for services performed on behalf of the registrant is actual
time  spent  performing such services plus  an  overhead  burden.
These  services include organizing the registrant  and  arranging
for  the  offer  and  sale  of Units,  reviewing  properties  for
acquisition and rendering administrative and management services.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

        AFM, the Managing General Partner of the registrant,  and
Robert  P.  Johnson, its Individual General Partner,  contributed
$1,000 in total for their interest in the registrant.  See Item 1
for  a discussion of their share of the registrant's profits  and
losses.   As of December 31, 1996, Mr. Johnson owned five Limited
Partnership Units (less than 1% of Units outstanding).

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The  registrant,  AFM  and  its  affiliates  have  common
management and utilize the same facilities.  As a result, certain
administrative  expenses  are  allocated  among   these   related
entities.   All  of  such activities and any  other  transactions
involving the affiliates of the General Partner of the registrant
are  governed  by,  and  are conducted in  conformity  with,  the
limitations set forth in the Limited Partnership Agreement of the
registrant.

        The following table sets forth the forms of compensation,
distributions  and cost reimbursements paid by the registrant  to
the  General Partners or their Affiliates in connection with  the
operation  of  the Fund and its properties for  the  period  from
inception through December 31, 1996.

Person or Entity                                       Amount Incurred From
  Receiving                  Form and Method     Inception (September 14, 1990)
 Compensation                of Compensation           To December 31, 1996

AEI Incorporated   Selling Commissions equal to 7% of         $2,115,193
                   proceeds plus a 3% nonaccountable 
                   expense allowance, most of which was 
                   reallowed to Participating Dealers.

General Partners   Reimbursement at Cost for other            $  903,786
and Affiliates     Organization and Offering Costs.

General Partners   Reimbursement at Cost for all              $  527,142
and Affiliates     Acquisition Expenses

General Partners   1% of Net Cash Flow in any fiscal          $   83,825
                   year until the Limited Partners have 
                   received annual, non-cumulative 
                   distributions of Net Cash Flow  equal
                   to 10% of their Adjusted Capital 
                   Contributions and 10% of any remaining 
                   Net Cash Flow in such fiscal year.

General Partners   Reimbursement at Cost for all              $1,388,315
and Affiliates     Administrative Expenses attributable 
                   to the Fund, including all expenses 
                   related to management and disposition
                   of the Fund's properties and all other 
                   transfer agency, reporting, partner
                   relations and other administrative
                   functions.


ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS. (Continued)

Person or Entity                                      Amount Incurred From
  Receiving                 Form and Method      Inception (September 14, 1990)
 Compensation               of Compensation           To December 31, 1996

General Partners   1% of distributions of Net Proceeds of    $  7,067
                   Sale until Limited Partners have 
                   received an amount equal to (a) their
                   Adjusted Capital Contributions,  plus
                   (b) an amount equal to 12% of their 
                   Adjusted Capital Contributions per
                   annum, cumulative but not compounded, 
                   to the extent not previously distributed.
                   10% of distributions of Net Proceeds of
                   Sale there-after.

        The  limitations  included in the  Partnership  Agreement
require   that  the  cumulative  reimbursements  to  the  General
Partners  and  their affiliates for administrative  expenses  not
allowed under the NASAA Guidelines ("Guidelines") will not exceed
the  sum of (i) the front-end fees allowed by the Guidelines less
the  front-end fees paid, (ii) the cumulative property management
fees  allowed  but  not  paid, (iii) any real  estate  commission
allowed under the Guidelines, and (iv) 10% of Net Cash Flow  less
the  Net Cash Flow actually distributed.  The reimbursements  not
allowed  under  the  Guidelines include  a  controlling  person's
salary  and  fringe  benefits,  rent  and  depreciation.   As  of
December  31, 1996, the cumulative reimbursements to the  General
Partners and their affiliates did not exceed these amounts.


                             PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.

          A.   Exhibits -
                                Description

              3.1    Certificate  of   Limited
                     Partnership  (incorporated by  reference  to
                     Exhibit     3.1    of    the    registrant's
                     Registration  Statement on Form  S-11  filed
                     with  the  Commission on  October  10,  1990
                     [File No. 33-37239]).

             3.2     Limited    Partnership
                     Agreement  (incorporated  by  reference   to
                     Exhibit     3.2    of    the    registrant's
                     Registration  Statement on Form  S-11  filed
                     with  the  Commission on  October  10,  1990
                     [File No. 33-37239]).

               10.1  Net  Lease Agreement  dated
                     March  16, 1992 between the Partnership  and
                     Taco  Cabana, Inc. relating to the  property
                     at  6040  Bandera Road, San  Antonio,  Texas
                     (incorporated by reference to  Exhibit  10.1
                     of  Post-Effective Amendment No.  1  to  the
                     registrant's Registration Statement on  Form
                     S-11  filed with the Commission on June  15,
                     1992 [File No. 33-37239]).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                              Description

               10.2  Net  Lease Agreement  dated
                     July  31,  1991 between the Partnership  and
                     Taco  Cabana, Inc. relating to the  property
                     at  700  North  Loop West  IH-610,  Houston,
                     Texas  (incorporated by reference to Exhibit
                     10.2  of Post-Effective Amendment No.  1  to
                     the  registrant's Registration Statement  on
                     Form  S-11 filed with the Commission on June
                     15, 1992 [File No. 33-37239]).

               10.3  Net  Lease Agreement  dated
                     May  1,  1992  between the  Partnership  and
                     Taco  Cabana, Inc. relating to the  property
                     at   825  South  6th  Street,  Waco,   Texas
                     (incorporated by reference to  Exhibit  10.3
                     of  Post-Effective Amendment No.  1  to  the
                     registrant's Registration Statement on  Form
                     S-11  filed with the Commission on June  15,
                     1992 [File No. 33-37239]).

               10.4  Net  Lease Agreement  dated
                     August 13, 1992 between the Partnership  and
                     Taco  Cabana, Inc. relating to the  property
                     at  111  North General Bruce Drive,  Temple,
                     Texas  (incorporated by reference to Exhibit
                     A  of Form 8-K filed with the Commission  on
                     August 27, 1992).

               10.5  Net  Lease Agreement  dated
                     December  22,  1992 between the  Partnership
                     and  RCI West, Inc. relating to the property
                     at  East  Iliff Avenue and Blackhawk Street,
                     Aurora,  Colorado (incorporated by reference
                     to  Exhibit 10.6 of Form 10-K filed with the
                     Commission on March 29, 1993).

               10.6  Co-Tenancy Agreement  dated
                     December  30,  1992 between the  Partnership
                     and  Bruce R. Logan relating to the property
                     at  East  Iliff Avenue and Blackhawk Street,
                     Aurora,  Colorado (incorporated by reference
                     to  Exhibit 10.7 of Form 10-K filed with the
                     Commission on March 29, 1993).

               10.7  Co-Tenancy Agreement  dated
                     January  28,  1993 between  the  Partnership
                     and   Frederick  G.  and  Nicole  A.   Hamer
                     relating  to  the  property  at  East  Iliff
                     Avenue   and   Blackhawk   Street,   Aurora,
                     Colorado   (incorporated  by  reference   to
                     Exhibit  10.8  of Form 10-K filed  with  the
                     Commission on March 29, 1993).

               10.8  Net  Lease Agreement  dated
                     February  16,  1993 between the  Partnership
                     and  Red Line Houston One, Ltd. relating  to
                     the   property  at  11th  &  Shepard   Road,
                     Houston,  Texas (incorporated  by  reference
                     to  Exhibit 10.9 of Form 10-K filed with the
                     Commission on March 29, 1993).

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                              Description

               10.9  Net  Lease Agreement  dated
                     February  16,  1993 between the  Partnership
                     and  Red Line Burgers, Inc. relating to  the
                     property  at 6665 Hillcroft Street, Houston,
                     Texas  (incorporated by reference to Exhibit
                     10.10   of   Form   10-K  filed   with   the
                     Commission on March 29, 1993).

             10.10   Purchase   Agreement
                     dated  April 1, 1993 between the Partnership
                     and   Charles   Kimball  relating   to   the
                     property  at  825  South 6th  Street,  Waco,
                     Texas  (incorporated by reference to Exhibit
                     10.16   of   Form   10-K  filed   with   the
                     Commission on March 29, 1994).

             10.11   Net  Lease  Agreement
                     dated  April 2, 1993 between the Partnership
                     and  Red Line Burgers, Inc. relating to  the
                     property   at  4989  Ayers  Street,   Corpus
                     Christi,  Texas. (incorporated by  reference
                     to  Exhibit  10.17 of Form 10-K  filed  with
                     the Commission on March 29, 1994)

             10.12   Net  Lease  Agreement
                     dated    April   14,   1993   between    the
                     Partnership   and  Apple  Partners   Limited
                     Partnership  relating  to  the  property  at
                     9041-E   Watson  Road,  Crestwood,  Missouri
                     (incorporated by reference to Exhibit  10.18
                     of  Form  10-K filed with the Commission  on
                     March 29, 1994).

             10.13   Co-Tenancy  Agreement
                     dated    April   29,   1993   between    the
                     Partnership and Charles Kimball relating  to
                     the  property at 825 South 6th Street, Waco,
                     Texas  (incorporated by reference to Exhibit
                     10.19   of   Form   10-K  filed   with   the
                     Commission on March 29, 1994).

             10.14   Net  Lease  Agreement
                     dated  June 15, 1993 between the Partnership
                     and  Thomas and King, Inc. relating  to  the
                     property  at Turkeyfoot at I-275,  Crestview
                     Hills,  Kentucky (incorporated by  reference
                     to  Exhibit  10.20 of Form 10-K  filed  with
                     the Commission on March 29, 1994).

             10.15   Net  Lease  Agreement
                     dated  June 16, 1993 between the Partnership
                     and  JB's Restaurants, Inc. relating to  the
                     property  at 330 South Wilmot Road,  Tucson,
                     Arizona   (incorporated  by   reference   to
                     Exhibit  10.21 of Form 10-K filed  with  the
                     Commission on March 29, 1994).

             10.16   Net  Lease  Agreement
                     dated  June 23, 1993 between the Partnership
                     and  GC  Covington,  Inc.  relating  to  the
                     property   at   Highway   190   and    I-12,
                     Covington,   Louisiana   (incorporated    by
                     reference  to  Exhibit 10.22  of  Form  10-K
                     filed  with  the  Commission  on  March  29,
                     1994).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                                   Description

          10.17      Net  Lease  Agreement
                     dated  July  8, 1993 between the Partnership
                     and  Red Line Burgers, Inc. relating to  the
                     property   at   FM802,  Brownsville,   Texas
                     (incorporated by reference to Exhibit  10.23
                     of  Form  10-K filed with the Commission  on
                     March 29, 1994).

          10.18      Net  Lease  Agreement
                     dated  July  8, 1993 between the Partnership
                     and  Red Line Burgers, Inc. relating to  the
                     property  at 1015 East University, Edinburg,
                     Texas  (incorporated by reference to Exhibit
                     10.24   of   Form   10-K  filed   with   the
                     Commission on March 29, 1994).

          10.19      Net  Lease  Agreement
                     dated   September  30,  1993   between   the
                     Partnership  and Casual Restaurant  Concepts
                     II,   Inc.  relating  to  the  property   at
                     Terrace  Walk  Shopping Plaza,  56th  Street
                     and  Fowler Avenue, Temple Terrace,  Florida
                     (incorporated by reference to Exhibit  10.28
                     of  Form  10-K filed with the Commission  on
                     March 29, 1994).

         10.20       Purchase   Agreement
                     dated   October   21,   1993   between   the
                     Partnership  and  the  Lee  Revocable  Trust
                     relating  to  the property at  Terrace  Walk
                     Shopping  Plaza,  56th  Street  and   Fowler
                     Avenue,      Temple     Terrace,     Florida
                     (incorporated by reference to Exhibit  10.30
                     of  Form  10-K filed with the Commission  on
                     March 29, 1994).

          10.21      Net  Lease  Agreement
                     dated   December   2,   1993   between   the
                     Partnership   and  Apple  Partners   Limited
                     Partnership  relating  to  the  property  at
                     1220  N.W.  185th Avenue, Beaverton,  Oregon
                     (incorporated by reference to Exhibit  10.31
                     of  Form  10-K filed with the Commission  on
                     March 29, 1994).

          10.22      Co-Tenancy  Agreement
                     dated   January   11,   1994   between   the
                     Partnership  and  the  Lee  Revocable  Trust
                     relating  to  the property at  Terrace  Walk
                     Shopping  Plaza,  56th  Street  and   Fowler
                     Avenue,      Temple     Terrace,     Florida
                     (incorporated by reference to Exhibit  10.32
                     of  Form  10-K filed with the Commission  on
                     March 29, 1994).

         10.23       Purchase   Agreement
                     dated    March   11,   1994   between    the
                     Partnership  and  Robert E. Miller  relating
                     to  the property at 5779 East Fowler Avenue,
                     Temple  Terrace,  Florida  (incorporated  by
                     reference  to Exhibit 10.28 of  Form  10-KSB
                     filed  with  the  Commission  on  March  30,
                     1995).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                                  Description

         10.24       Purchase   Agreement
                     dated    March   24,   1994   between    the
                     Partnership  and Bruce R. Logan relating  to
                     the   property  at  East  Iliff  Avenue  and
                     Blackhawk    Street,    Aurora,     Colorado
                     (incorporated by reference to Exhibit  10.29
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

          10.25      Co-Tenancy  Agreement
                     dated    March   31,   1994   between    the
                     Partnership  and  Robert E. Miller  relating
                     to  the property at 5779 East Fowler Avenue,
                     Temple  Terrace,  Florida  (incorporated  by
                     reference  to Exhibit 10.30 of  Form  10-KSB
                     filed  with  the  Commission  on  March  30,
                     1995).

           10.26     Amendment to Co-Tenancy
                     Agreement  dated April 8, 1994  between  the
                     Partnership  and Bruce R. Logan relating  to
                     the   property  at  East  Iliff  Avenue  and
                     Blackhawk    Street,    Aurora,     Colorado
                     (incorporated by reference to Exhibit  10.31
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

          10.27      Promissory Note  dated
                     April  28, 1994 between the Partnership  and
                     Apple  Investment  Group, Inc.  relating  to
                     the  property at Bear Valley Road and  Apple
                     Valley   Road,   Apple  Valley,   California
                     (incorporated by reference to Exhibit  10.32
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

          10.28      Net  Lease  Agreement
                     dated    April   28,   1994   between    the
                     Partnership  and  Apple  Investment   Group,
                     Inc.   relating  to  the  property  at  Bear
                     Valley  Road  and Apple Valley  Road,  Apple
                     Valley,    California    (incorporated    by
                     reference  to Exhibit 10.33 of  Form  10-KSB
                     filed  with  the  Commission  on  March  30,
                     1995).

         10.29       Purchase   Agreement
                     dated    April   29,   1994   between    the
                     Partnership  and the Tilson  Trust  relating
                     to  the property at 30 Crestview Hills  Mall
                     Road,      Crestview     Hills,     Kentucky
                     (incorporated by reference to Exhibit  10.34
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

          10.30      Net  Lease  Agreement
                     dated  May 19, 1994 between the Partnership,
                     AEI  Fund Management XIX, Inc., and Mark  E.
                     Larson,    jointly   and   severally,    and
                     SportsTown,  Inc. relating to  the  property
                     at  1305 Bridford Parkway, Greensboro, North
                     Carolina   (incorporated  by  reference   to
                     Exhibit 10.35 of Form 10-KSB filed with  the
                     Commission on March 30, 1995).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                               Description

          10.31      Co-Tenancy  Agreement
                     dated  May  25, 1994 between the Partnership
                     and   the  Tilson  Trust  relating  to   the
                     property  at 30 Crestview Hills  Mall  Road,
                     Crestview  Hills, Kentucky (incorporated  by
                     reference  to Exhibit 10.36 of  Form  10-KSB
                     filed  with  the  Commission  on  March  30,
                     1995).

         10.32       Purchase   Agreement
                     dated  June  3, 1994 between the Partnership
                     and  Bruce R. Logan relating to the property
                     at   825  South  6th  Street,  Waco,   Texas
                     (incorporated by reference to Exhibit  10.37
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

         10.33       Purchase   Agreement
                     dated  June 17, 1994 between the Partnership
                     and  Richard Bagot relating to the  property
                     at   825  South  6th  Street,  Waco,   Texas
                     (incorporated by reference to Exhibit  10.38
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

         10.34       Purchase   Agreement
                     dated  June 17, 1994 between the Partnership
                     and  Richard Bagot relating to the  property
                     at  30  Crestview Hills Mall Road, Crestview
                     Hills,  Kentucky (incorporated by  reference
                     to  Exhibit 10.39 of Form 10-KSB filed  with
                     the Commission on March 30, 1995).

          10.35      Co-Tenancy  Agreement
                     dated  June 27, 1994 between the Partnership
                     and  Bruce R. Logan relating to the property
                     at   825  South  6th  Street,  Waco,   Texas
                     (incorporated by reference to Exhibit  10.40
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

          10.36      Agreement of  Exchange
                     dated  June 30, 1994 between the Partnership
                     and  Texas Taco Cabana, L.P. relating to the
                     properties   at  111  North  General   Bruce
                     Drive,  Temple,  Texas and  2101  S.  IH-35,
                     Round    Rock,   Texas   (incorporated    by
                     reference  to Exhibit 10.41 of  Form  10-KSB
                     filed  with  the  Commission  on  March  30,
                     1995).

           10.37     Amendment to Net  Lease
                     Agreement  dated June 30, 1994  between  the
                     Partnership  and  Texas  Taco  Cabana,  L.P.
                     relating  to  the properties  at  111  North
                     General Bruce Drive, Temple, Texas and  2101
                     S.  IH-35,  Round Rock, Texas  (incorporated
                     by  reference to Exhibit 10.42 of  Form  10-
                     KSB  filed with the Commission on March  30,
                     1995).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

         A.   Exhibits - (Continued)

                                  Description

          10.38      Co-Tenancy  Agreement
                     dated  July  7, 1994 between the Partnership
                     and  Richard Bagot relating to the  property
                     at   825  South  6th  Street,  Waco,   Texas
                     (incorporated by reference to Exhibit  10.43
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

          10.39      Co-Tenancy  Agreement
                     dated  July 15, 1994 between the Partnership
                     and  Richard Bagot relating to the  property
                     at  30  Crestview Hills Mall Road, Crestview
                     Hills,  Kentucky (incorporated by  reference
                     to  Exhibit 10.44 of Form 10-KSB filed  with
                     the Commission on March 30, 1995).

          10.40      Net  Lease  Agreement
                     dated    August   3,   1994   between    the
                     Partnership  and  Florida Restaurant  Group,
                     Inc.  relating to the property  at  2080  S.
                     University     Drive,     Davie,     Florida
                     (incorporated by reference to Exhibit  10.45
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

         10.41       Purchase   Agreement
                     dated   August   22,   1994   between    the
                     Partnership  and  The Potloff  Living  Trust
                     relating  to  the property at  30  Crestview
                     Hills  Mall Road, Crestview Hills,  Kentucky
                     (incorporated by reference to Exhibit  10.46
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

         10.42       Purchase   Agreement
                     dated   September   6,  1994   between   the
                     Partnership  and Patricia J. Grant  relating
                     to  the  property at East Iliff  Avenue  and
                     Blackhawk    Street,    Aurora,     Colorado
                     (incorporated by reference to Exhibit  10.47
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

          10.43      Co-Tenancy  Agreement
                     dated   September   9,  1994   between   the
                     Partnership  and Patricia J. Grant  relating
                     to  the  property at East Iliff  Avenue  and
                     Blackhawk    Street,    Aurora,     Colorado
                     (incorporated by reference to Exhibit  10.48
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

          10.44      Co-Tenancy  Agreement
                     dated   September   9,  1994   between   the
                     Partnership  and  The Potloff  Living  Trust
                     relating  to  the property at  30  Crestview
                     Hills  Mall Road, Crestview Hills,  Kentucky
                     (incorporated by reference to Exhibit  10.49
                     of  Form 10-KSB filed with the Commission on
                     March 30, 1995).

         10.45       Purchase   Agreement
                     dated   November   30,  1994   between   the
                     Partnership, AEI Fund Management XIX,  Inc.,
                     and   Mark   E.   Larson  and  381   Sunrise
                     Associates relating to the property at  1305
                     Bridford    Parkway,    Greensboro,    North
                     Carolina   (incorporated  by  reference   to
                     Exhibit 10.50 of Form 10-KSB filed with  the
                     Commission on March 30, 1995).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                               Description

         10.46       Purchase   Agreement
                     dated   December   20,  1994   between   the
                     Partnership and the William W. and  Jean  E.
                     Herich   Family   Trust  relating   to   the
                     property  at  825  South 6th  Street,  Waco,
                     Texas  (incorporated by reference to Exhibit
                     10.51   of   Form  10-KSB  filed  with   the
                     Commission on March 30, 1995).

          10.47      Co-Tenancy  Agreement
                     dated   January   12,   1994   between   the
                     Partnership and the William W. and  Jean  E.
                     Herich   Family   Trust  relating   to   the
                     property  at  825  South 6th  Street,  Waco,
                     Texas  (incorporated by reference to Exhibit
                     10.52   of   Form  10-KSB  filed  with   the
                     Commission on March 30, 1995).

         10.48       Purchase   Agreement
                     dated  March 7, 1995 between the Partnership
                     and  The  William  W.  and  Jean  E.  Herich
                     Family  Trust  relating to the  property  at
                     East  Iliff  Avenue  and  Blackhawk  Street,
                     Aurora,  Colorado (incorporated by reference
                     to  Exhibit 10.48 of Form 10-KSB filed  with
                     the Commission on March 21, 1996).

         10.49       Property  Co-Tenancy
                     Ownership  Agreement dated  March  31,  1995
                     between  the Partnership and The William  W.
                     and Jean E. Herich Family Trust relating  to
                     the   property  at  East  Iliff  Avenue  and
                     Blackhawk    Street,    Aurora,     Colorado
                     (incorporated by reference to Exhibit  10.49
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).

          10.50      Amendment to  Purchase
                     Agreement  dated April 5, 1995  between  the
                     Partnership, AEI Fund Management XIX,  Inc.,
                     Mark  E.  Larson and 381 Sunrise  Associates
                     relating  to  the property at 1305  Bridford
                     Parkway,    Greensboro,    North    Carolina
                     (incorporated by reference to Exhibit  10.50
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).

         10.51       Purchase   Agreement
                     dated  June  2, 1995 between the Partnership
                     and   Scott  L.  Skogman  relating  to   the
                     property  at East Iliff Avenue and Blackhawk
                     Street,  Aurora,  Colorado (incorporated  by
                     reference  to Exhibit 10.51 of  Form  10-KSB
                     filed  with  the  Commission  on  March  21,
                     1996).

         10.52       Purchase   Agreement
                     dated  June  2, 1995 between the Partnership
                     and   Scott  L.  Skogman  relating  to   the
                     property  at  825  South 6th  Street,  Waco,
                     Texas  (incorporated by reference to Exhibit
                     10.52   of   Form  10-KSB  filed  with   the
                     Commission on March 21, 1996).

         10.53       Purchase   Agreement
                     dated  June  2, 1995 between the Partnership
                     and   Frank  P.  Scalzo  relating   to   the
                     property  at East Iliff Avenue and Blackhawk
                     Street,  Aurora,  Colorado (incorporated  by
                     reference  to Exhibit 10.53 of  Form  10-KSB
                     filed  with  the  Commission  on  March  21,
                     1996).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                               Description

         10.54       Property  Co-Tenancy
                     Ownership  Agreement  dated  June  15,  1995
                     between   the  Partnership  and   Scott   L.
                     Skogman  relating  to the property  at  East
                     Iliff  Avenue and Blackhawk Street,  Aurora,
                     Colorado   (incorporated  by  reference   to
                     Exhibit 10.54 of Form 10-KSB filed with  the
                     Commission on March 21, 1996).

         10.55       Property  Co-Tenancy
                     Ownership  Agreement  dated  June  16,  1995
                     between   the  Partnership  and   Scott   L.
                     Skogman  relating  to the  property  at  825
                     South  6th Street, Waco, Texas (incorporated
                     by   reference  to  Exhibit  10.55  of  Form
                     10-KSB  filed with the Commission  on  March
                     21, 1996).

         10.56       Property  Co-Tenancy
                     Ownership  Agreement  dated  June  16,  1995
                     between the Partnership and Frank P.  Scalzo
                     relating  to  the  property  at  East  Iliff
                     Avenue   and   Blackhawk   Street,   Aurora,
                     Colorado   (incorporated  by  reference   to
                     Exhibit 10.56 of Form 10-KSB filed with  the
                     Commission on March 21, 1996).

         10.57       Purchase   Agreement
                     dated  July 11, 1995 between the Partnership
                     and  Menzel Polzin Partners relating to  the
                     property  at 30 Crestview Hills  Mall  Road,
                     Crestview  Hills, Kentucky (incorporated  by
                     reference  to Exhibit 10.57 of  Form  10-KSB
                     filed  with  the  Commission  on  March  21,
                     1996).

         10.58       Property  Co-Tenancy
                     Ownership  Agreement  dated  July  14,  1995
                     between  the  Partnership and Menzel  Polzin
                     Partners  relating  to the  property  at  30
                     Crestview Hills Mall Road, Crestview  Hills,
                     Kentucky   (incorporated  by  reference   to
                     Exhibit 10.58 of Form 10-KSB filed with  the
                     Commission on March 21, 1996).

          10.59      Real Estate  Contract,
                     Promissory Note and Purchase Money  Mortgage
                     and    Security   Agreement   and    Fixture
                     Financing  Statement  dated  July  26,  1995
                     between  the  Partnership  and  Jackson-Shaw
                     Partners  No.  51,  Ltd.  relating  to   the
                     property  at  2080  South University  Drive,
                     Davie,  Florida (incorporated  by  reference
                     to  Exhibit 10.59 of Form 10-KSB filed  with
                     the Commission on March 21, 1996).

         10.60       Purchase   Agreement
                     dated   September  19,  1995   between   the
                     Partnership   and   Patricia   S.   Marshall
                     relating  to  the property at  Terrace  Walk
                     Shopping  Plaza,  56th  Street  and   Fowler
                     Avenue,      Temple     Terrace,     Florida
                     (incorporated by reference to Exhibit  10.60
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                               Description

         10.61       Property  Co-Tenancy
                     Ownership  Agreement  dated  September   28,
                     1995  between  the Partnership and  Patricia
                     S.  Marshall  relating to  the  property  at
                     Terrace  Walk  Shopping Plaza,  56th  Street
                     and  Fowler Avenue, Temple Terrace,  Florida
                     (incorporated by reference to Exhibit  10.61
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).

       10.62         Purchase     and
                     Sale/Leaseback Agreement dated November  16,
                     1995  between the Partnership, AEI Net Lease
                     Income    &    Growth   Fund   XX    Limited
                     Partnership,  AEI Income & Growth  Fund  XXI
                     Limited Partnership and The Musicland  Group
                     relating   to  the  property  at  7370-153rd
                     Street   West,   Apple   Valley,   Minnesota
                     (incorporated by reference to Exhibit  10.62
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).

         10.63       Purchase   Agreement
                     dated   November   27,  1995   between   the
                     Partnership   and   The   Nicoletta    Trust
                     relating  to  the property at  30  Crestview
                     Hills  Mall Road, Crestview Hills,  Kentucky
                     (incorporated by reference to Exhibit  10.63
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).

         10.64       Purchase   Agreement
                     dated   December   2,   1995   between   the
                     Partnership   and  The  Joan  Koller   Trust
                     relating  to  the property at  Terrace  Walk
                     Shopping  Plaza,  56th  Street  and   Fowler
                     Avenue,      Temple     Terrace,     Florida
                     (incorporated by reference to Exhibit  10.64
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).

         10.65       Purchase   Agreement
                     dated   December   2,   1995   between   the
                     Partnership   and  The  Joan  Koller   Trust
                     relating  to  the property at  30  Crestview
                     Hills  Mall Road, Crestview Hills,  Kentucky
                     (incorporated by reference to Exhibit  10.65
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).

         10.66       Property  Co-Tenancy
                     Ownership Agreement dated December  7,  1995
                     between the Partnership and The Joan  Koller
                     Trust  relating to the property  at  Terrace
                     Walk  Shopping Plaza, 56th Street and Fowler
                     Avenue,      Temple     Terrace,     Florida
                     (incorporated by reference to Exhibit  10.66
                     of  Form 10-KSB filed with the Commission on
                     March 21, 1996).

         10.67       Property  Co-Tenancy
                     Ownership Agreement dated December  8,  1995
                     between the Partnership and The Joan  Koller
                     Trust   relating  to  the  property  at   30
                     Crestview Hills Mall Road, Crestview  Hills,
                     Kentucky   (incorporated  by  reference   to
                     Exhibit 10.67 of Form 10-KSB filed with  the
                     Commission on March 21, 1996).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                               Description

         10.68       Property  Co-Tenancy
                     Ownership Agreement dated December  8,  1995
                     between  the  Partnership and The  Nicoletta
                     Trust   relating  to  the  property  at   30
                     Crestview Hills Mall Road, Crestview  Hills,
                     Kentucky   (incorporated  by  reference   to
                     Exhibit 10.68 of Form 10-KSB filed with  the
                     Commission on March 21, 1996).

          10.69      Lease Agreement  dated
                     December  21,  1995 between the Partnership,
                     AEI  Net  Lease  Income  &  Growth  Fund  XX
                     Limited  Partnership, AEI  Income  &  Growth
                     Fund   XXI  Limited  Partnership   and   The
                     Musicland Group relating to the property  at
                     7370-153rd   Street  West,   Apple   Valley,
                     Minnesota  (incorporated  by  reference   to
                     Exhibit 10.69 of Form 10-KSB filed with  the
                     Commission on March 21, 1996).

         10.70       Purchase  and   Sale
                     Agreement  dated  January 10,  1996  between
                     the  Partnership,  AEI Net  Lease  Income  &
                     Growth  Fund  XX  Limited  Partnership,  AEI
                     Income    &   Growth   Fund   XXI    Limited
                     Partnership and TKC X, LLC relating  to  the
                     property  at  11415 Carolina Place  Parkway,
                     Pineville,  North Carolina (incorporated  by
                     reference  to Exhibit 10.70 of  Form  10-KSB
                     filed  with  the  Commission  on  March  21,
                     1996).

          10.71      Net  Lease  Agreement
                     dated  August 2, 1995, between  TKC  X,  LLC
                     and  Garden  Ridge,  Inc.  relating  to  the
                     property  at  11415 Carolina Place  Parkway,
                     Pineville,  North Carolina (incorporated  by
                     reference to Exhibit 10.1 of Form 8-K  filed
                     with the Commission on April 10, 1996).

         10.72       Purchase  and   Sale
                     Agreement  dated  January 10,  1996  between
                     the  Partnership, AEI Income &  Growth  Fund
                     XXI   Limited  Partnership,  AEI  Net  Lease
                     Income    &    Growth   Fund   XX    Limited
                     Partnership, and TKC X, LLC relating to  the
                     Garden  Ridge  store  in  Pineville,   North
                     Carolina   (incorporated  by  reference   to
                     Exhibit  10.2  of Form 8-K  filed  with  the
                     Commission on April 10, 1996).

          10.73      First  Amendment   to
                     Lease  Agreement dated March 1, 1996 between
                     TKC  X,  LLC and Garden Ridge, L.P. relating
                     to  the  property  at 11415  Carolina  Place
                     Parkway,     Pineville,    North    Carolina
                     (incorporated by reference to  Exhibit  10.3
                     of  Form  8-K  filed with the Commission  on
                     April 10, 1996).

        10.74        Assignment    and
                     Assumption  of  Lease dated March  28,  1996
                     between   the  Partnership,  AEI  Income   &
                     Growth  Fund  XXI  Limited Partnership,  AEI
                     Net  Lease  Income & Growth Fund XX  Limited
                     Partnership, and TKC X, LLC relating to  the
                     property  at  11415 Carolina Place  Parkway,
                     Pineville,  North Carolina (incorporated  by
                     reference to Exhibit 10.4 of Form 8-K  filed
                     with the Commission on April 10, 1996).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                            Description

         10.75       Purchase   Agreement
                     dated    April    4,   1996   between    the
                     Partnership,  Larry Z.  White  and  Mary  J.
                     White  relating to the property at 330 South
                     Wilmot  Road,  Tucson, Arizona (incorporated
                     by  reference to Exhibit 10.1 of Form 10-QSB
                     filed with the Commission on May 13, 1996).

         10.76       Property  Co-Tenancy
                     Ownership  Agreement  dated  April  5,  1996
                     between the Partnership, Larry Z. White  and
                     Mary  J.  White relating to the property  at
                     330   South  Wilmot  Road,  Tucson,  Arizona
                     (incorporated by reference to  Exhibit  10.2
                     of  Form 10-QSB filed with the Commission on
                     May 13, 1996).

         10.77       Purchase   Agreement
                     dated    April   19,   1996   between    the
                     Partnership  and  the  Gummersheimer  Living
                     Trust   relating  to  the  property  at   30
                     Crestview Hills Mall Road, Crestview  Hills,
                     Kentucky   (incorporated  by  reference   to
                     Exhibit  10.3 of Form 10-QSB filed with  the
                     Commission on May 13, 1996).

         10.78       Property  Co-Tenancy
                     Ownership  Agreement dated  April  26,  1996
                     between    the    Partnership    and     the
                     Gummersheimer Living Trust relating  to  the
                     property  at 30 Crestview Hills  Mall  Road,
                     Crestview  Hills, Kentucky (incorporated  by
                     reference  to  Exhibit 10.4 of  Form  10-QSB
                     filed with the Commission on May 13, 1996).

         10.79       Purchase   Agreement
                     dated    April   18,   1996   between    the
                     Partnership  and  Marshall Kilduff  relating
                     to  the property at 30 Crestview Hills  Mall
                     Road,      Crestview     Hills,     Kentucky
                     (incorporated by reference to  Exhibit  10.1
                     of  Form 10-QSB filed with the Commission on
                     August 12, 1996).

         10.80       Property  Co-Tenancy
                     Ownership  Agreement  dated  May  15,   1996
                     between   the   Partnership   and   Marshall
                     Kilduff  relating  to  the  property  at  30
                     Crestview Hills Mall Road, Crestview  Hills,
                     Kentucky   (incorporated  by  reference   to
                     Exhibit  10.2 of Form 10-QSB filed with  the
                     Commission on August 12, 1996).

         10.81       Purchase   Agreement
                     dated  May  28, 1996 between the Partnership
                     and   Janet  Y.  Thompson  relating  to  the
                     property  at  Terrace Walk  Shopping  Plaza,
                     56th   Street  and  Fowler  Avenue,   Temple
                     Terrace,  Florida (incorporated by reference
                     to  Exhibit  10.3 of Form 10-QSB filed  with
                     the Commission on August 12, 1996).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                                Description

         10.82       Property  Co-Tenancy
                     Ownership  Agreement  dated  June  7,   1996
                     between   the  Partnership  and   Janet   Y.
                     Thompson   relating  to  the   property   at
                     Terrace  Walk  Shopping Plaza,  56th  Street
                     and  Fowler Avenue, Temple Terrace,  Florida
                     (incorporated by reference to  Exhibit  10.4
                     of  Form 10-QSB filed with the Commission on
                     August 12, 1996).

         10.83       Purchase   Agreement
                     dated   October   8,   1996   between    the
                     Partnership  and the Mark A.  Benson  Living
                     Trust   relating  to  the  property  at   30
                     Crestview Hills Mall Road, Crestview  Hills,
                     Kentucky   (incorporated  by  reference   to
                     Exhibit  10.1 of Form 10-QSB filed with  the
                     Commission on November 14, 1996).

         10.84       Property  Co-Tenancy
                     Ownership Agreement dated October  17,  1996
                     between  the Partnership and Mark A.  Benson
                     Living Trust relating to the property at  30
                     Crestview Hills Mall Road, Crestview  Hills,
                     Kentucky   (incorporated  by  reference   to
                     Exhibit  10.2 of Form 10-QSB filed with  the
                     Commission on November 14, 1996).

         10.85       Purchase   Agreement
                     dated  July 16, 1996 between the Partnership
                     and   Tom   Bibleheimer  relating   to   the
                     property  at  2101  S.  IH-35,  Round  Rock,
                     Texas  (incorporated by reference to Exhibit
                     10.5   of   Form  10-QSB  filed   with   the
                     Commission on August 12, 1996).

          10.86      Promissory Note  dated
                     November  6,  1996 between the  Partnership,
                     John Schulz and Tom Bibleheimer relating  to
                     the  property at 2101 S. IH-35, Round  Rock,
                     Texas  (incorporated by reference to Exhibit
                     10.3   of   Form  10-QSB  filed   with   the
                     Commission on November 14, 1996).

        10.87        Assignment    and
                     Assumption of Lease dated November  6,  1996
                     between  the  Partnership, John  Schulz  and
                     Tom Bibleheimer relating to the property  at
                     2101    S.   IH-35,   Round   Rock,    Texas
                     (incorporated by reference to  Exhibit  10.4
                     of  Form 10-QSB filed with the Commission on
                     November 14, 1996).

          10.88      Deed  of  Trust   and
                     Security  Agreement  and  Fixture  Financing
                     Statement and Assignment of Rent and  Leases
                     dated   November   6,   1996   between   the
                     Partnership,    John    Schulz    and    Tom
                     Bibleheimer  relating  to  the  property  at
                     2101    S.   IH-35,   Round   Rock,    Texas
                     (incorporated by reference to  Exhibit  10.5
                     of  Form 10-QSB filed with the Commission on
                     November 14, 1996).


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)

          A.   Exhibits - (Continued)

                                 Description


         10.89       Subordination   Non-
                     Disturbance  and Attornment Agreement  dated
                     November  6,  1996 between the  Partnership,
                     John Schulz and Tom Bibleheimer relating  to
                     the  property at 2101 S. IH-35, Round  Rock,
                     Texas  (incorporated by reference to Exhibit
                     10.6   of   Form  10-QSB  filed   with   the
                     Commission on November 14, 1996).

         10.90       Purchase   Agreement
                     dated   November   6,   1996   between   the
                     Partnership  and Teresa E.  and  William  H.
                     Balster  relating to the property at Terrace
                     Walk  Shopping Plaza, 56th Street and Fowler
                     Avenue, Temple Terrace, Florida.

         10.91       Property  Co-Tenancy
                     Agreement  dated November 15,  1996  between
                     the  Partnership and Teresa E.  and  William
                     H.  Balster  relating  to  the  property  at
                     Terrace  Walk  Shopping Plaza,  56th  Street
                     and Fowler Avenue, Temple Terrace, Florida.

         10.92       Purchase   Agreement
                     dated   December   26,  1996   between   the
                     Partnership and William E. Mason  and  Hazel
                     mason  relating to the property  at  Terrace
                     Walk  Shopping Plaza, 56th Street and Fowler
                     Avenue, Temple Terrace, Florida.

         10.93       Property  Co-Tenancy
                     Ownership  Agreement dated January  2,  1997
                     between  the  Partnership  and  William   E.
                     Mason  and  Hazel  Mason  relating  to   the
                     property  at  Terrace Walk  Shopping  Plaza,
                     56th   Street  and  Fowler  Avenue,   Temple
                     Terrace, Florida.

               27    Financial Data Schedule for
                     period ended December 31, 1996.

        B.    Reports on Form 8-K and 8-
              K/A   During  the quarter  ended
              December    31,    1996,     the
              Partnership  filed a  Form  8-K,
              dated    November    19,    1996
              reporting the sale of  the  Taco
              Cabana   restaurant   in   Round
              Rock, Texas.


                           SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.


                        AEI NET LEASE INCOME & GROWTH FUND XIX
                        Limited Partnership
                        By: AEI Fund Management XIX, Inc.
                        Its Managing General Partner



March 26, 1997          By: /s/ Robert P. Johnson  
                                Robert P. Johnson, President and Director
                               (Principal Executive Officer)


        Pursuant  to the requirements of the Securities  Exchange
Act  of  1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.

     Name                                Title                      Date


/s/ Robert P.Johnson   President (Principal Executive Officer)  March 26, 1997
    Robert P. Johnson  and Sole Director of Managing General
                       Partner

/s/ Mark E. Larson     Executive Vice President, Treasurer      March 26, 1997
    Mark E. Larson     and Chief Financial Officer
                       (Principal Accounting Officer)